8-K 1 ke06302017employmentagreem.htm KIMBALL ELECTRONICS, INC. FORM 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) June 30, 2017
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) |  |

1205 Kimball Boulevard, Jasper, Indiana |  | 47546
(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))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (Section 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (Section 240.12b-2 of this chapter).
Emerging growth company x
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. o

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On June 30, 2017, Kimball Electronics, Inc. (the “Company”) entered into new employment agreements (the “Agreements”) with our executive officers, including each of our Named Executive Officers (the “NEO’s”). The Agreements supersede all prior employment agreements entered into with our executive officers. The Agreements primarily change the timing of rights and payments related to termination by the Company without cause or by the executive with good reason under certain performance related incentive compensation plans to allow better alignment of the payout with the terms of those programs. All other benefits and obligations under the Agreements are substantially the same as those under the prior agreements. The Agreements impose non-compete, non-disclosure, and non-solicitation obligations on the executive officers and also provide for the rights and payment of compensation upon a change in control or in the event of separation of employment under certain circumstances.
This foregoing description of the Agreements is only a summary of the material terms of these Agreements signed by our NEO’s. For complete text of these Agreements, 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 exhibit is filed as part of this report:

Exhibit |  |
Number |  | Description
10.1 |  | Form of Employment Agreement

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/ John H. Kahle
| JOHN H. KAHLE Vice President, General Counsel, Chief Compliance Officer, and Secretary

Date: June 30, 2017

EXHIBIT INDEX

Exhibit |  |
Number |  | Description
10.1 |  | Form of Employment Agreement