UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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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) |
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On March 18, 2024 (the “Effective Date”), Kewaunee Scientific Corporation (the “Company”) and Thomas D. Hull III, the Company’s President and Chief Executive Officer, entered into a Retention Bonus Agreement (the “Agreement”). Pursuant to the terms of the Agreement, Mr. Hull will be paid a cash retention bonus in the amount of $250,000 (the “Bonus”). If Mr. Hull voluntarily resigns from employment with the Company other than for Good Reason, or if the Company terminates Mr. Hull’s employment for Cause, in each case before the date that is 36 months from the Effective Date, Mr. Hull will reimburse the Company 100% of the gross amount of the Bonus. For purposes of the Agreement, Cause and Good Reason have the definitions ascribed to those terms in the Change of Control Employment Agreement, dated as of June 18, 2019, by and between the Company and Mr. Hull, a copy of which was filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on June 21, 2019.
This summary of the material terms of the Agreement is qualified in its entirety by reference to the full text of the Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits:
Exhibit No.
| 10.1 | Retention Bonus Agreement, dated March 18, 2024, by and between Kewaunee Scientific Corporation and Thomas D. Hull III. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
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.
| (Registrant) Kewaunee Scientific Corporation | ||||||
| Date: March 22, 2024 | /s/ Donald T. Gardner III | |||||
| Donald T. Gardner III | ||||||
| Vice President, Finance and Chief Financial Officer | ||||||
Exhibit 10.1
KEWAUNEE SCIENTIFIC CORPORATION
RETENTION BONUS AGREEMENT
| 1. | Retention Bonus Opportunity. The Company is pleased to offer you a cash retention bonus in the amount of $250,000.00 (the “Bonus”), less all applicable deductions and withholdings. The Bonus will be paid to you in a single lump sum within 10 calendar days following the effectiveness of this Retention Bonus Agreement (the “Effective Date” and the “Agreement”), respectively. |
| 2. | Repayment. If you voluntarily resign from employment with the Company other than for Good Reason, or if the Company terminates your employment for Cause, in each case before the date that is 36 months from the Effective Date, you agree to reimburse the Company 100% of the gross amount of the Bonus. |
| 3. | Definitions. For purposes of this Agreement, “Cause” and “Good Reason” shall have the definitions ascribed thereto in the Change of Control Employment Agreement by and between the Company and you, effective as of the 18th day of June 2019, as may be amended from time to time. |
| 4. | Miscellaneous. By signing this Agreement, you acknowledge and agree that (i) you have reviewed this Agreement in its entirety, (ii) you have had an opportunity to obtain the advice of counsel prior to signing this Agreement, (iii) you fully understand all the terms and conditions contained in this Agreement, (iv) nothing in this Agreement confers upon you any right with respect to future compensation or continuation of your services with the Company or any of its affiliates, nor does anything in this Agreement interfere in any way with the right of the Company or any of its affiliates to terminate your relationship with the Company or its subsidiaries or affiliates, with or without cause, and with or without notice, and for any reason or no reason, (v) the Company will interpret and resolve any ambiguities in this Agreement in its discretion, (vi) you may not assign this Agreement, (vii) this Agreement can only be amended in writing signed by you and the Company, (viii) this Agreement represents the entire agreement between you and the Company regarding the bonus described above and (ix) this Agreement will be governed by the laws of North Carolina. |
By your signature below, if you voluntarily resign from employment with the Company other than for Good Reason before the date that is 36 months from the Effective Date, or if the Company terminates your employment for Cause before the date that is 36 months from the Effective Date, you authorize the Company to withhold the amount due from you to the Company under this Agreement from all amounts otherwise due and payable to you on termination of employment if, and as, permitted by applicable law. If any amount remains unpaid, you agree to promptly repay the Company the remaining unpaid amount, in full.
| KEWAUNEE SCIENTIFIC CORPORATION | THOMAS D. HULL III | |||||||
| By: | /s/ David S. Rhind | By: | /s/ Thomas D. Hull III | |||||
| Name: | David S. Rhind | Name: | Thomas D. Hull III | |||||
| Title: | Chairman, Board of Directors | |||||||
| Dated: | March 18, 2024 | Dated: | March 17, 2024 | |||||
Document and Entity Information |
Mar. 18, 2024 |
|---|---|
| Cover [Abstract] | |
| Entity Registrant Name | KEWAUNEE SCIENTIFIC CORP /DE/ |
| Amendment Flag | false |
| Entity Central Index Key | 0000055529 |
| Document Type | 8-K |
| Document Period End Date | Mar. 18, 2024 |
| Entity Incorporation State Country Code | DE |
| Entity File Number | 0-5286 |
| Entity Tax Identification Number | 38-0715562 |
| Entity Address, Address Line One | 2700 West Front Street |
| Entity Address, City or Town | Statesville |
| Entity Address, State or Province | NC |
| Entity Address, Postal Zip Code | 28677 |
| City Area Code | 704 |
| Local Phone Number | 873-7202 |
| Security 12b Title | Common Stock, $2.50 par value |
| Trading Symbol | KEQU |
| Security Exchange Name | NASDAQ |
| Written Communications | false |
| Soliciting Material | false |
| Pre Commencement Tender Offer | false |
| Pre Commencement Issuer Tender Offer | false |
| Entity Emerging Growth Company | false |