Kimball Electronics (KE) Proxy Filing summary

Executive summary

• Fiscal 2024 began with record sales and strong Q1, but macro headwinds led to cost reductions, team resizing, and strategic focus on core EMS operations.

• 76% of revenue came from long-term customers, and the company received multiple service excellence awards.

• Published the 2023 Guiding Principles Report, highlighting ESG achievements and sustainability as a core value.

• Annual meeting scheduled for November 15, 2024, with four key proposals for shareholder vote.

Voting matters and shareholder proposals

• Election of two directors for three-year terms: Gregory J. Lampert and Colleen C. Repplier.

• Ratification of Deloitte & Touche LLP as independent auditor for fiscal 2025.

• Advisory vote on executive compensation (say-on-pay) and on the frequency of future say-on-pay votes (Board recommends annual vote).

Board of directors and corporate governance

• Board is classified into three tiers, with staggered three-year terms for stability and long-term focus.

• Majority independent board, with separate Chairperson and CEO roles; strong independent committee chairs.

• Board diversity: 3 of 8 directors are women; 52% of global workforce is female; ongoing commitment to diversity, equity, and inclusion.

• Board committees: Audit, Nominating and ESG, and Talent, Culture, and Compensation, all composed of independent directors.

• Directors receive a mix of cash and equity compensation, with options to defer or receive in stock.