アイテム 5.03 定款または細則の修正。 会計年度の変更
November 11, 2022, the Board of Directors (the "Board") of Kimball Electronics, Inc.(the "Company") approved a resolution, effective immediately, to amend the Amended and Restated By-Laws of the Company (as amended, the "Amended By-Laws") to (a) add language to amend our advance notice provisions to address the adoption by the Securities and Exchange Commissionof universal proxy rules; (b) remove references to the Board's now-former Compensation and Governance Committee; and (c) update the Article referring to the Board's authority to appoint committees: Section 2.6 of Article II, Notice of Shareholder Nominations: This Section was amended to indicate that Share Owners who intend to solicit proxies in support of director nominees other than our nominees must also comply with the SEC'suniversal proxy rules in addition to the specific requirements and procedures set forth in our Amended By-Laws. Specifically, the Amended By-Laws state that such Share Owners must provide timely notice that sets forth the information required by Rule 14a-19 under the Exchange Act. The Company continues to reserve the right to reject, rule out of order, or to take other appropriate action with respect to any proposal or nomination that does not comply with these and other applicable requirements.
第 II 条のセクション 2.14、取締役の辞任ポリシー: このセクションは、現在の報酬およびガバナンス委員会への言及を、取締役会またはその委員会の 1 つへの言及に置き換えるために修正されました。
Article IV, Committees: This Article was amended to remove Sections 4.1 and 4.2, which had referred to two specific standing committees (the Audit Committee and the former Compensation and Governance Committee) and to renumber the remaining sections, including Section 4.3 (now Section 4.1), which refers to the Board's authority to appoint committees. The Board also updated this Section to clarify that a Board-created committee shall have at least two members.
前述の要約は完全であることを意図するものではなく、別紙 3.2 が参照により本明細書に組み込まれているため、ここに添付されている修正付則を参照することにより、その全体が限定されます。
1. The Board is divided into three classes with approximately one-third of the directors up for election each year, with Class II standing for election at this meeting. Director nominees are elected by a majority of the votes cast by the shares entitled to vote in the election at the meeting. The Share Owners voted to reelect each of the Class II nominees for director as follows: Class II Nominees for Directors to Votes Broker Percentage of Votes serve a three-year term Votes For
Withheld Non-Votes Cast in Favor Michele A. M. Holcomb 19,018,805 230,206 2,137,408 99 % Holly A. Van Deursen 18,730,903 518,108 2,137,408 97 % Tom G. Vadaketh 19,039,377 209,634 2,137,408 99 %
-------------------------------------------------------------------------------- 2. The Share Owners voted to ratify the selection of
Deloitte & Touche, LLPas the Company's independent registered public accounting firm for fiscal year 2023 as follows: Percentage of Votes Cast in Votes For Votes Against Votes Abstaining Favor 20,685,017 686,364 15,038 96.8 %
Broker Percentage of Votes Votes For Votes Against Votes Abstaining Non-Votes Cast in Favor 18,741,052 185,528 322,431 2,137,408 99 % Item 8.01 Other Events On
November 11, 2022, the Board, at its regular meeting held after the annual Share Owners' meeting, made changes to and expanded its standing committees, effectively immediately. First, the Board formed the Nominating and ESG Committee. This new Board committee will assist the Board in its ongoing oversight and monitoring of the Company's goals, policies, procedures, initiatives, and disclosures related to sustainability and environmental, social, and governance (ESG) matters. Among other specific duties, the Nominating and ESG Committeewill provide oversight of the Company's policies and operational controls of environmental, health and safety, and social risks. Second, the Board reformulated its former Compensation and Governance Committee as the Talent, Culture, and Compensation Committee. This Committee will assist the Board in the oversight and monitoring of strategies, policies, and key metrics related to the Company's talent and culture, including matters such as pay equity, diversity, inclusion, belonging, retention, leadership development and succession, and the alignment with and advancement of the Company's Guiding Principles; assisting the Board in discharging its responsibilities relating to the fair and competitive compensation of the Chief Executive Officer and other executive officers; and reviewing, approving, and overseeing the Company's compensation policies, plans, goals, and objectives for executive officers and non-employee directors. The Committee assures that such policies, plans, goals, and objectives are implemented according to the Company's Guiding Principles and the compensation philosophy established by the Committee. The Board appointed Directors to serve on the Talent, Culture, Compensation Committee, the Audit Committee, and the Nominating and ESG Committee, and it also appointed Chairpersons for those Committees, all effective immediately. The current compositions of the Board's Committees are listed in the table below: Nominating and ESG Talent, Culture, Director Audit Committee Committee Compensation Committee Michele A. M. Holcomb Chair Gregory J. Lampert X Robert J. Phillippy X Colleen C. Repplier X X Gregory A. Thaxton Chair X Tom G. Vadaketh X Holly A. Van Deursen Chair
項目 9.01 財務諸表および資料
Exhibit Number Description 3.2 Amended and Restated By-Laws of
Kimball Electronics, Inc.104 Cover Page Interactive Data File (formatted in Inline XBRL)