UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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)
December 3, 2014 (December 2, 2014)
KIMBALL ELECTRONICS, INC.
________________________________________________________________________________________________________
(Exact name of registrant as specified in its charter)
|
|
|
|
|
|
|
|
|
|
|
Indiana
|
|
001-36454
|
|
35-2047713
|
(State or other jurisdiction of
|
|
(Commission File
|
|
(IRS Employer Identification No.)
|
incorporation)
|
|
Number)
|
|
|
|
|
|
|
|
|
|
1600 Royal Street, Jasper, Indiana
|
|
47549-1001
|
(Address of principal executive offices)
|
|
(Zip Code)
|
Registrant's telephone number, including area code
(812) 634-4000
|
|
Not Applicable
|
(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 (see General Instruction A.2. below):
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
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
On October 31, 2014, the spin-off of Kimball Electronics, Inc. (the “Company”) from Kimball International, Inc. was completed (the “Spin-Off”). Prior to the Spin-Off, certain employees of the Company, including our Named Executive Officers, were awarded by Kimball International, Inc. Annual and/or Long-Term Performance Share Awards (the “Awards”). The Form of Long-Term Performance Share Award Agreement and the Form of Annual Performance Share Award Agreement (the “Agreements”) were filed as Exhibit 10.3 and Exhibit 10.9, respectively, of Amendment 3 to the Company’s Form 10 filed on September 4, 2014.
The Form of Annual and/or Long-Term Performance Share Award Amendment (the “Amendment”), dated December 2, 2014, amends these Agreements to provide an equitable adjustment as a result of the Spin-Off for outstanding Awards to reflect the change in stock value by an adjustment factor of 1.94 for each outstanding Award. The adjustment factor of 1.94 was calculated pursuant to Exhibit A of the Employee Matters Agreement by and between Kimball International, Inc. and Kimball Electronics, Inc. filed as Exhibit 10.2 to the Company’s Form 8-K filed on November 3, 2014. In addition, the Awards will be granted in shares of the Company’s common stock to the certain employees of the Company instead of Kimball International, Inc. shares.
The foregoing description of the Form of Annual and/or Long-Term Performance Share Award Amendment is only a summary of the Amendment. For complete text of this Amendment, see the form agreement filed with this Current Report Form 8-K as Exhibit 10.1 which is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
The following exhibits are filed as part of this report:
|
|
|
|
Exhibit
|
|
|
Number
|
|
Description
|
10.1
|
|
Form of Annual and/or Long-Term Performance Share Award Amendment
|
|
|
|
SIGNATURES
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.
|
|
|
|
|
|
KIMBALL ELECTRONICS, INC.
|
|
|
By:
|
/s/ Michael K. Sergesketter
|
|
MICHAEL K. SERGESKETTER
Vice President,
Chief Financial Officer
|
Date: December 3, 2014
EXHIBIT INDEX
|
|
|
|
Exhibit
|
|
|
Number
|
|
Description
|
10.1
|
|
Form of Annual and/or Long-Term Performance Share Award Amendment
|
|
|
|
Exhibit 10.1
KIMBALL ELECTRONICS, INC.
ANNUAL AND/OR LONG-TERM PERFORMANCE SHARE AWARD AMENDMENT
This Amendment (“Amendment”) is dated December 2, 2014 by and between Kimball Electronics, Inc. (“Company”), and ________________ (“Recipient”) pursuant to the terms of certain Annual and/or Long-Term Performance Share Award Agreements as noted below (“Agreements”).
WHEREAS
Recipient has been previously awarded by Kimball International, Inc. certain Annual and/or Long-Term Performance Share Awards (“Awards”), some of which remain outstanding, as follows:
|
|
|
|
Performance Share Type
|
Date of Award Agreement
|
KII Share Awards Outstanding
|
Long Term
|
|
|
Long Term
|
|
|
Long Term
|
|
|
Long Term
|
|
|
Long Term
|
|
|
Annual
|
|
|
AND WHEREAS
each of such Agreements made provision for the appropriate equitable adjustment of the Awards in the event of a reorganization, sale, merger, consolidation or other similar transaction in a manner as the Compensation and Governance Committee of Kimball International, Inc. (“Committee”) might select.
AND WHEREAS
Kimball International, Inc. completed a Spin-off transaction of its electronics business by a dividend of the common stock of the Company on October 31, 2014.
AND WHEREAS
the Committee has determined that an appropriate equitable adjustment of the Awards as a result of the Spin-off is to multiply each outstanding Award by a factor of 1.94.
Now therefore, in consideration of these premises, the Company and Recipient hereby agree as follows:
AWARDS
The Awards shall be adjusted in the amounts as noted below, to be granted in shares of Company common stock:
|
|
|
|
|
Performance Share Type
|
KII Share Awards Outstanding
|
Adjustment Factor
|
Adjusted KE Share Awards Outstanding
|
Long Term
|
|
1.94
|
|
Long Term
|
|
1.94
|
|
Long Term
|
|
1.94
|
|
Long Term
|
|
1.94
|
|
Long Term
|
|
1.94
|
|
Annual
|
|
1.94
|
|
SHARES OF AWARDS
Shares of the Awards received will be determined by the applicable bonus percentages as noted in each of the Agreements computed under the Company’s Profit Sharing Incentive Bonus Plan for the applicable fiscal year(s) ending June 30 - beginning with the fiscal year ending June 30, 2015.
ASSIGNMENT AND OTHER TERMS
Each of the Agreements shall be considered assigned to the Company. All other terms and conditions of the Agreements, except as modified by this Amendment, shall remain in full force and effect.
IN WITNESS WHEREOF, the Company and the Recipient have agreed to the terms and conditions of this Amendment all as of the day and date first above written.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ John H. Kahle
|
|
By:
|
|
|
The Company
John H. Kahle
Vice President,
General Counsel, Secretary
Kimball Electronics, Inc.
|
|
|
Recipient
|
|
|
|
|
|