0000055772-23-000110.txt : 20230601 0000055772-23-000110.hdr.sgml : 20230601 20230601134416 ACCESSION NUMBER: 0000055772-23-000110 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20230601 FILED AS OF DATE: 20230601 DATE AS OF CHANGE: 20230601 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Robison Christopher M CENTRAL INDEX KEY: 0001953401 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-03279 FILM NUMBER: 23984044 MAIL ADDRESS: STREET 1: C/O KIMBALL INTERNATIONAL, INC. STREET 2: 1600 ROYAL STREET CITY: JASPER STATE: IN ZIP: 47546-225 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: KIMBALL INTERNATIONAL INC CENTRAL INDEX KEY: 0000055772 STANDARD INDUSTRIAL CLASSIFICATION: HOUSEHOLD FURNITURE [2510] IRS NUMBER: 350514506 STATE OF INCORPORATION: IN FISCAL YEAR END: 0630 BUSINESS ADDRESS: STREET 1: 1600 ROYAL ST CITY: JASPER STATE: IN ZIP: 47546-2256 BUSINESS PHONE: 8124821600 MAIL ADDRESS: STREET 1: 1600 ROYAL STREET CITY: JASPER STATE: IN ZIP: 47546-2256 FORMER COMPANY: FORMER CONFORMED NAME: JASPER CORP DATE OF NAME CHANGE: 19740826 4 1 wk-form4_1685641448.xml FORM 4 X0407 4 2023-06-01 1 0000055772 KIMBALL INTERNATIONAL INC KBAL 0001953401 Robison Christopher M 1600 ROYAL STREET JASPER IN 47546 0 1 0 0 PRESIDENT POPPIN 0 CLASS B COMMON STOCK 2023-06-01 4 D 0 13386 D 0 D RESTRICTED STOCK UNITS 2023-06-01 4 D 0 9978 D CLASS B COMMON STOCK 9978 0 D RESTRICTED STOCK UNITS 2023-06-01 4 D 0 39111 D CLASS B COMMON STOCK 39111 0 D On June 1, 2023, pursuant to the Agreement and Plan of Merger, dated as of March 7, 2023 (the "Merger Agreement"), by and among Kimball International, Inc. ("Kimball"), HNI Corporation ("HNI") and Ozark Merger Sub, Inc. ("Merger Sub"), Merger Sub merged with and into Kimball (the "Merger"), with Kimball surviving the Merger as a wholly-owned subsidiary of HNI. Pursuant to the Merger Agreement, each share of Kimball common stock issued and outstanding immediately prior to the effective time of the Merger was converted into the right to receive (A) $9.00 in cash, without interest (the "Cash Consideration"), and (B) 0.1301 (the "Exchange Ratio") of a share of HNI common stock, par value $1.00. On May 31, 2023 (the last full trading day prior to the Merger), the closing price of one share of HNI common stock was $25.50. At the effective time of the Merger, each outstanding Kimball restricted stock unit award that was not subject to performance vesting conditions and that was scheduled to vest on June 30, 2023, at the effective time of the Merger, vested and was cancelled and converted into the right to receive from HNI (shortly following the effective time of the Merger), in respect of each share of Kimball common stock subject to such vesting tranche, an amount of cash (without any interest thereon and subject to applicable withholding taxes) equal to the sum of (x) the Cash Consideration plus the dividend equivalents that have accrued thereon, and (y) the Parent Share Price multiplied by the Exchange Ratio. At the effective time of the Merger, each outstanding Kimball restricted stock unit award that is not subject to performance vesting conditions was assumed by HNI and thereafter constitutes a restricted stock unit award with respect to a number of shares of HNI common stock, determined by multiplying (i) each share of Kimball common stock subject to such Kimball restricted stock unit award by (ii) the sum of (A) the Exchange Ratio and (B) the quotient of the sum of the Cash Consideration plus the dividend equivalents accrued thereon, divided by $26.59, the volume weighted average price per share of HNI common stock on the New York Stock Exchange for the ten consecutive trading days ending the two trading days prior to the closing of the Merger as reported by Bloomberg, L.P. (such price, the ?Parent Share Price?). Mark W. Johnson, Attorney-in-Fact 2023-06-01 EX-24 2 chrisrobisonpoa.htm EX-24 Document

POWER OF ATTORNEY

Know all by these presents, that the undersigned hereby constitutes
and appoints each of James M. Krodel and Mark W. Johnson, or
either of them signing singly, and with full power of substitution,
the undersigned's true and lawful attorney-in-fact to:

(1) prepare, execute in the undersigned's name and on the undersigned's
behalf, and submit to the U.S. Securities and Exchange Commission (the "SEC")
a Form ID, including amendments thereto, and any other documents necessary or
appropriate to obtain codes and passwords enabling the undersigned to make
electronic filings with the SEC of reports required by Section 16(a) of the
Securities Exchange Act of 1934 or any rule or regulation of the SEC;

(2) execute for and on behalf of the undersigned, in the undersigned's
capacity as an officer and/or director of Kimball International, Inc. (the
"Company"), Forms 3, 4, and 5 in accordance with Section 16(a) of the
Securities Exchange Act of 1934 and the rules thereunder;

(3) do and perform any and all acts for and on behalf of the undersigned
which may be necessary or desirable to complete and execute any such Form 3,
4, or 5, complete and execute any amendment or amendments thereto, and timely
file such form with the SEC and any stock exchange or similar authority; and

(4) take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact, may be of benefit
to, in the best interest of, or legally required by, the undersigned, it being
understood that the documents executed by such attorney-in-fact on behalf of
the undersigned pursuant to this Power of Attorney shall be in such form and
shall contain such terms and conditions as such attorney-in-fact may approve
in such attorney-in-fact's discretion.

The undersigned hereby grants to each such attorney-in-fact full
power and authority to do and perform any and every act and thing whatsoever
requisite, necessary, or proper to be done in the exercise of any of the
rights and powers herein granted, as fully to all intents and purposes as
the undersigned might or could do if personally present, with full power
of substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall
lawfully do or cause to be done by virtue of this Power of Attorney and the
rights and powers herein granted. The undersigned acknowledges that the
foregoing attorneys-in-fact, in serving in such capacity at the request of
the undersigned, are not assuming, nor is the Company assuming, any of the
undersigned's responsibilities to comply with Section 16 of the Securities
Exchange Act of 1934.



This Power of Attorney supersedes any power of attorney previously executed
by the undersigned regarding the purposes outlined in the first
paragraph hereof, and the authority of the attorneys-in-fact named in
any such power of attorney is hereby revoked.

This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4, and 5 with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorneys-in-fact.


IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of this 1st day of November, 2022.

/ s / Christopher M. Robison
Signature