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 26, 2015



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



(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


(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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) On August 26, 2015, the stockholders of Kewaunee Scientific Corporation (the “Company”) approved the Amended and Restated 2008 Key Employee Stock Option Plan, as disclosed in matter 2 of Item 5.07 of this Report below.

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

(a) and (b) On August 26, 2015, the Company held its 2015 Annual Meeting of Stockholders. At that meeting, the Company’s shareholders voted on the matters set forth below.

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


Name of Nominee

   For    Withheld    Non-Votes
John C. Campbell, Jr.    1,597,514    51,599    690,601
Keith M. Gehl    1,626,703    22,410    690,601
William A. Shumaker    1,619,064    30,049    690,601

2. The Amended and Restated 2008 Key Employee Stock Option Plan was approved pursuant to the following votes:



   Against    Abstained    Non-Votes
1,458,043    174,808    16,262    690,601

3. The independent registered accounting firm of Cherry Bekaert L.L.P. was ratified as the Company’s independent auditor for fiscal year 2016 as follows:



   Against    Abstained
2,317,347    22,167    200

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



   Against    Abstained    Non-Votes
1,504,148    131,229    13,736    690,601

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits





10.1     Amended and Restated 2008 Key Employee Stock Option Plan (incorporated by reference to Appendix A to the Company’s Proxy Statement dated July 24, 2015, for its Annual Meeting of Stockholders on August 26, 2015).


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: August 28, 2015    
  Kewaunee Scientific Corporation
  By:   /s/ D. Michael Parker
    D. Michael Parker
    Senior Vice President, Finance and Chief Financial Officer