UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
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| 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 | ||||||