UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

 

FORM 8-K

 

 

Current Report Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 28, 2013

 

 

Kewaunee Scientific Corporation

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   0-5286   38-0715562

(State or other jurisdiction of

incorporation or organization)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

2700 West Front Street

Statesville, NC 28677

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (704) 873-7202

N/A

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


Item 5.07.   Submission of Matters to a Vote of Security Holders.

(a) and (b) On August 28, 2013, Kewaunee Scientific Corporation (the “Company”) held its 2013 Annual Meeting of Stockholders. At that meeting, the Company’s stockholders voted on the matters set forth below.

1. Each of the nominees named below was re-elected as a Class III director for a three year term as follows:

 

Name of Nominee

   For      Withheld      Non-Votes  

Ross W. McCanless

     1,117,574         28,440         1,033,113   

Margaret B. Pyle

     1,116,830         29,184         1,033,113   

Donald F. Shaw

     1,114,963         31,051         1,033,113   

2. The independent registered accounting firm of Cherry Bekaert L.L.P. was ratified as the Company’s independent auditor for fiscal year 2014 as follows:

 

For    Against    Abstained
2,113,587    32,355    33,185

3. The compensation of the Company’s named executive officers was approved on an advisory basis pursuant to the following votes:

 

For    Against    Abstained    Non-Votes
1,089,126    40,029    16,859    1,033,113

4. An advisory vote on whether the frequency of holding an advisory vote on executive compensation should be every one year, two years or three years resulted in the following votes:

 

One Year    Two Years    Three Years    Abstained    Non-Votes
991,224    74,304    61,502    18,984    1,033,113

(d) In accordance with the recommendation of the Board of Directors and consistent with the vote of the Company’s stockholders, the Company will include an advisory non-binding vote of the Company’s stockholders on the compensation of the Company’s named executive officers in its proxy materials on an annual basis.


SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: September 3, 2013

 

Kewaunee Scientific Corporation
By:  

 /s/ D. Michael Parker

  D. Michael Parker
  Senior Vice President, Finance and
  Chief Financial Officer