8-K

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)    October 25, 2010 (October 19, 2010)

KIMBALL INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

Indiana	0-3279	35-0514506
(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) 482-1600

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):

[   ] 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))

1

Item 5.07 Submission of Matters to Vote of Security Holders

The Annual Meeting of Share Owners of Kimball International, Inc. (the "Company") was held on October 19, 2010, and the following items were voted on by Share Owners: a. The Board of Directors of the Company was elected in its entirety, based on the following election results:
Nominees as Directors by Holders of Class A Common Stock	Votes For (1)	Votes Withheld	Broker Non-Votes
Douglas A. Habig	9,285,530	20,128	71,349
James C. Thyen	8,957,278	348,380	71,349
Christine M. Vujovich	8,775,494	530,164	71,349
Harry W. Bowman	8,968,962	336,696	71,349
Geoffrey L. Stringer	8,775,494	530,164	71,349
Thomas J. Tischhauser	8,968,962	336,696	71,349

(1) Votes for nominees as Directors by holders of Class A Common Stock represented an average of 84% of the total 10,610,882 Class A shares outstanding and eligible to vote.

Nominee as Director by Holders of Class B Common Stock	Votes For (2)	Votes Withheld	Broker Non-Votes
Dr. Jack R. Wentworth	17,537,797	2,723,994	0
(2) Votes for nominee as Director by holders of Class B Common Stock represented 65% of the total 27,100,483 Class B shares outstanding and eligible to vote.

b. The appointment of the Deloitte Entities, an independent registered public accounting firm, as the Company's independent auditors for the fiscal year ended June 30, 2011 was approved by holders of Class A Common Stock based on the following voting results:
	Votes For (3)	Votes Against	Votes Abstaining
	9,350,557	0	26,450
(3) Votes for the appointment of the Deloitte Entities as the Company's independent auditors represented 88% of the total 10,610,882 Class A shares outstanding and eligible to vote.

c. The Kimball International, Inc. 2010 Profit Sharing Incentive Bonus Plan was approved by holders of Class A Common Stock based on the following voting results:
	Votes For (4)	Votes Against	Votes Abstaining	Broker Non-Votes
	8,964,319	235,030	106,309	71,349
(4) Votes for the Kimball International, Inc. 2010 Profit Sharing Incentive Bonus Plan represented 84% of the total 10,610,882 Class A shares outstanding and eligible to vote.

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Item 9.01 Financial Statements and Exhibits

(d) Exhibits

The following exhibit is filed as part of this report:

Exhibit
Number	Description
10.1	Description of the Kimball International, Inc. 2010 Profit Sharing Incentive Bonus Plan

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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 INTERNATIONAL, INC.
By:	/s/ Robert F. Schneider
	ROBERT F. SCHNEIDER Executive Vice President, Chief Financial Officer

Date: October 25, 2010

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EXHIBIT INDEX

Exhibit
Number	Description
10.1	Description of the Kimball International, Inc. 2010 Profit Sharing Incentive Bonus Plan

5

EX-10

Exhibit 10.1

DESCRIPTION OF THE KIMBALL INTERNATIONAL, INC.
2010 PROFIT SHARING INCENTIVE BONUS PLAN

Background. The Board of Directors (the "Board") of Kimball International, Inc. (the "Company") believes that the long-term success of your Company depends, in part, on its ability to recruit and retain outstanding individuals as employees and to furnish these employees maximum incentive to improve operations and increase profits. The Board also believes it is important to align compensation of officers and salaried employees with the common interests of Share Owners of the Company.

In accordance with this belief, the Board, upon recommendation of the Compensation and Governance Committee ("Committee") of the Board (comprised of independent outside directors), unanimously adopted and recommended for Share Owner approval, the Kimball International, Inc. 2010 Profit Sharing Incentive Bonus Plan (the "Plan"). On October 19, 2010, the Share Owners of the Company approved the plan. The profit sharing framework of this Plan has been in place since prior to the Company becoming publicly traded in 1976. The Plan includes profit determinations at three levels within the Company: (1) Worldwide for Company-wide performance ("Worldwide"); (2) at a Group level for certain combinations of Business Units ("Group"); and (3) at a Business Unit level for the performance of designated operations within the Company ("Business Unit").

All executive officers and other eligible employees participate at the Worldwide, Group, or Business Unit level, or a combination thereof.

Share Owner approval of the Plan was sought to qualify the awards under the Plan as "performance-based compensation" under Section 162(m) of the Internal Revenue Code. Section 162(m) disallows a deduction for certain compensation paid in excess of $1 million to the executive officers listed in the Summary Compensation Table in the Company's proxy statement, but only if employed as of the end of the fiscal year ("Named Executive Officers"). Performance-based compensation, however, is fully deductible by the Company if the programs are approved by Share Owners and meet certain other requirements.

Goal. The goal of the Plan is to link an employee's compensation with the long-term financial success of the Company. The intent is to encourage participants to think, act and be rewarded like owners, and to seek out and undertake initiatives that continuously improve the long-term performance of the Company.

Eligibility. Executive officers and full-time salaried employees of the Company, except those covered under commission compensation programs, are eligible to participate in the Plan ("Participants").

Bonus Criteria. The Plan measures profitability in terms of "economic profit", generally equal to net income less the cost of capital. New capital expenditures are not included in computing the cost of capital for an appropriate period of time to encourage needed capital investments. The Committee must approve the profitability tiers ("Targets") within the first 25% of the period of service to which the Targets relate, but not later than 90 days after the commencement of that period ("Relevant Time Period"). The Committee, within the Relevant Time Period, may make adjustments for non-operating income and loss and other profit-computation elements as it deems appropriate to provide optimal incentives for eligible employees. If other adjustments are necessary beyond the Relevant Time Period, the Named Executive Officers will not be eligible to receive any bonus resulting from such adjustments.

Bonus Amounts. The Plan establishes potential bonus amounts as a range of percentages of the Participant's salary, with the bonus percentage increasing with higher levels of profitability. The Plan also establishes different bonus percentage ranges across several Participant categories, setting higher bonus-percentage ranges for Participants who, by virtue of their responsibilities, are expected to have a greater effect on the Company's profitability.

At the highest responsibility levels, Participants may earn bonuses of up to 100 percent of base salary. The Plan is designed so that Participants will achieve maximum bonuses only if the Company achieves economic profitability near the top quartile of leading public companies and/or its competitors.

A Participant's total bonus under the Plan may not exceed $1 million for any fiscal year.

Administration. For a particular fiscal year, the Committee must approve the Targets, profit-computation adjustments, and any other conditions at the Worldwide and Group profitability levels within the Relevant Time Period. Company management will determine the comparable features for each Business Unit profitability level.

At the end of each fiscal year, but before Plan bonuses may be paid, the Committee must certify in writing that Targets and other conditions have been satisfied. The Committee does not have the discretion to increase the amount of any bonus for the Named Executive Officers.

The Board may amend or terminate the Plan effective for future fiscal years. The Board will not, however, amend the Plan without Share Owner approval if such approval is required to comply with Section 162(m) of the Internal Revenue Code or other applicable law or to comply with applicable stock exchange requirements.

Bonus Payments. If a Participant's bonus for the fiscal year does not exceed $2,000, the bonus will be paid in a single sum during the following August. Bonuses exceeding that amount will be paid during the following fiscal year in five cash installments - 50% in the following August and 12.5% in each of the following September, January, April, and June.

If a Participant's employment is terminated before a scheduled payment date, the former employee will not be entitled to receive that bonus payment or any subsequent bonus payment, unless the Participant's termination was caused by retirement after attaining the country-specific retirement age (62 in the U.S.), death, or permanent disability, in which case, that Participant (or beneficiary, in the event of the participant's death) will be entitled to receive all bonus payments for the previous fiscal year and a pro-rata share for the current fiscal year, all to be paid in full within 2 1/2 months after the end of the Company's fiscal year.