Kewaunee Scientific (KEQU) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for August 28, 2024, to be held virtually, allowing online participation and voting.

• Key agenda items: election of one Class II director, ratification of independent auditors, advisory vote on executive compensation, and other business.

• Proxy materials are distributed electronically to reduce costs and environmental impact.

Voting matters and shareholder proposals

• Shareholders will vote on electing Keith M. Gehl as Class II director for a three-year term.

• Ratification of Forvis Mazars, LLP as independent auditors for fiscal year 2025.

• Advisory (non-binding) vote on executive compensation (say-on-pay).

• Shareholder proposals for the 2025 meeting must be submitted by March 10, 2025.

Board of directors and corporate governance

• Board consists of independent directors except for the CEO.

• Four standing committees: Audit, Compensation, Financial/Planning, and Nominating and Corporate Governance.

• Board policy expects directors to retire at age 75.

• Board leadership structure separates Chairman and CEO roles.

• Code of Ethics applies to senior management and key employees; compliance hotline available.