At

meeting and during the meeting at www.virtualshareholdermeeting.com/KEQU2021.

The proxy, together with

15, 2021.

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responsibility for the Estimating Department. Mr. Rausch was elected Director of Contract Management in June 2004 and was elected Vice President of Construction Services in June 2007. In June 2011, heFinance, Corporate Secretary and Treasurer. Prior to joining the Company, Mr. Hull was elected Seniorthe Vice President of Construction ServicesFinance, Accounting and General ManagerInformation Technology of ATI Specialty Materials, a subsidiary of Allegheny Technologies Incorporated, a world leader in the production of nickel-based superalloys, titanium-based alloys, and specialty steels for the aerospace, oil and gas, and medical industries, from August 2011 to October 2015. From January 1998 to July 2011, Mr. Hull held several management positions with Ernst & Young. Mr. Hull is a Certified Public Accountant (inactive status), has a Master of Business Administration degree from the University of Pittsburgh, Joseph M. Katz School of Business, and a Bachelor of Science degree in Accounting from LaRoche College. We believe Mr. Hull is well suited to serve on our Board due to his extensive experience serving public companies while at Ernst & Young, his broad industry experience, his education and his knowledge of the Laminate Furniture Division.

business and markets in which the Company competes.

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interpretingplan administrator for the existingKewaunee Scientific Corporation 2017 Omnibus Incentive Plan (the “2017 Plan”), as well as prior stock option plans for officers and other key employees, and will also administer and interpret the 2017 Omnibus Incentive Plan described under Item 4 of this proxy statement, assuming that plan is approved by stockholders.employees. The committee may delegate its responsibilities and authority to one or more subcommittees as the committee may deem appropriate in its sole discretion. The Compensation Committee Charter can be found on the Company’s website at http://www.kewaunee.com. The committee met fiveseven times during the Company’s last fiscal year. The committee has engaged a compensation consultant during May of 2016 to advisein the committee on director compensation during fiscal year 2017, and engaged another consultant during February of 2017past to advise the committee on executive compensation, during fiscal year 2017.

and did so on a limited basis in 2020 and in 2021.

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meeting in Juneprior to the release of the Company’s annual audited financial statements each year, and at other times as necessary. The Board of Directors’ policy is to hold executive sessions without the presence of management, including the Chief Executive Officer and any other non-independent directors. The Board of Directors has determined that each of Messrs. Gehl, Rhind, Russell, and Shaw, and Ms. Pyle are independent within the meaning of the rules of the NASDAQ Global Market.

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Also in fiscal year 2017, nonemployee directors could elect to participate in the Company’s health insurance program at no cost to them. Messrs. Gehl, Rhind, and Shaw elected to participate. Additionally, all nonemployee directors that did not otherwise have life insurance provided by the Company were provided coverage of $20,000 under the Company’s life insurance program at no cost to the directors.

Director Equity Awards

During fiscal year 2011, the stockholders approved the 2010 Stock Option Plan for Directors (the “2010 Plan”). The 2010 Plan was designed to promote the interests and long-range prospects of the Company and its stockholders by attracting and retaining qualified nonemployee directors. On the effective date of the 2010 Plan, each eligible director of the Company was granted 10,000 options. Each person who became an eligible director after the effective date of the 2010 Plan was granted 10,000 options on the date of his or her election to the Board. The 2010 Plan authorized the Board to grant up to 100,000 options to eligible directors of the Company. If an option expired or was terminated unexercised as to any shares, those shares were available for reissuance. For options granted under the 2010 Plan, the exercise price is the fair market value of the Company’s common stock on the grant date, the term is five years, and vesting occurs in four equal annual installments beginning on the next August 1 following the grant date.

As described in greater detail under Item 4 of this Proxy Statement, the Company’s stockholders are being asked to approve the new Kewaunee Scientific Corporation 2017 Omnibus Incentive Plan (the “2017 Plan”). If stockholders approve the 2017 Plan, no further awards will be granted under the 2010 Plan (or any other equity compensation plan of the Company), although outstanding 2010 Plan awards will continue to be governed by the terms of the 2010 Plan. Directors will be eligible to receive awards under the 2017 Plan. The

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maximum value of awards under the 2017 Plan granted during any calendar year to any nonemployee director, taken together with any cash fees paid to the nonemployee director during the calendar year, may not exceed the following in total value: (1) $250,000 for the nonemployee Chair of the Board and (ii) $200,000 for each nonemployee director other than the Chair of the Board. However, awards granted to nonemployee directors upon their initial election to the Board will not be counted towards these limits.

Fiscal Year 2018 Director Compensation

From time to time the Board reviews director compensation paid by other public companies with comparable revenues and market capitalization, and in comparable industries, as part of its evaluation of the appropriate level of compensation to be paid to the Company’s nonemployee directors. In fiscal year 2017, the Board retained the Korn Ferry Hay Group, an independent compensation consultant, to perform a benchmarking analysis comparing the Company’s director compensation practices to those of similarly-situated organizations. The Korn Ferry Hay Group was paid $25,000 for this analysis.

Based on the Korn Ferry Hay Group’s analysis, several changes will be made to$82,000. Under the Company’s director compensation program, to bring the program in line with current market practices. The Board believes that maintaining a competitive director compensation program is critical to attracting and retaining qualified nonemployee directors.

The following elements have been eliminated from the Company’s director compensation program beginning in fiscal year 2018: (1) the $1,500 fee for each day of Board or committee meetings attended; (2) the $2,000 fee for attendance at multiple daily meetings; (3) the $750 fee for telephone meetings attended; and (4) as of December 31, 2017, the option to participate in the Company’s healthcare program and life insurance program.

Beginning in fiscal year 2018, each nonemployee director of the Company will receive an annual retainer of $82,000. The annual retainer will be paidwas payable half in cash ($41,000), payable quarterly, and half in fully vested shares of Company common stock ($41,000, with the number of shares based on the fair market value of the stock on the grant date, intended to be May 1 of each year)., except that directors who have satisfied the Company’s stock ownership guidelines could elect to receive cash in lieu of stock. In addition, the Chairs of the Nominating and Corporate Governance Committee and Financial/Planning Committee will each receivereceived an annual cash fee of $5,000; the Chair of the Compensation Committee will receivereceived an annual cash fee of $7,500; the Chair of the Audit Committee will receivereceived an annual cash fee of $10,000; and the nonemployeenon-employee Chair of the Board will receivereceived an annual cash fee of $12,500. Nonemployee directors that do not otherwise have life insurance provided by the Company will continue to receive coverage of $20,000 under the Company’s life insurance program, but only through December 31, 2017. Each nonemployee director will continue to have the option to elect to participate in the Company’s health insurance program at no cost to them, but only through December 31, 2017. Finally, directors will continue to beDirectors were also reimbursed for their expenses for each Board and committee meeting attended.

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All director equity compensation awards are granted under the 2017 Plan.

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equity.

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Cherry Bekaert

Cherry Bekaert’s2020.

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questions, and such representative will have an opportunity to make a statement if he or she desires.

Audit

The following fees were paid or will be paid to Cherry Bekaert for professional services rendered on behalf of the Company related to the past two fiscal years:

Audit services consisted of the audit of the Company’s annual consolidated financial statements and the review of the Company’s quarterly financial statements. Audit-related services consisted of fees for audits of financial statements of employee benefit plans and audit transition services.

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Stockholders are urged to read the Compensation Discussion and Analysis section of this Proxy Statement, which discusses how our compensation design and practices reflect our compensation philosophy. The objective of the Company’s executive compensation program is to attract, motivate, reward, and retain management talent critical to the Company’s achievement of its objectives. The Compensation Committee and the Board of Directors believe that our compensation design and practices are effective in achieving our objectives.

Eligibility

Awards may be granted under the 2017 Plan to officers, employees, nonemployee directors, consultants, and advisors of the Company and its affiliates. Code Section 422 incentive stock options may be granted only to employees of the Company or its subsidiaries. As of April 30, 2017, approximately 900 individuals would have been eligible to receive awards under the 2017 Plan (based on the flexible definition of eligible participant in the 2017 Plan), including seven executive officers and six nonemployee directors. However, the Company historically has granted awards under its equitysections provide compensation plans to a total of approximately 15-25 employees and directors, in the aggregate, in any given fiscal year.

Administration

The 2017 Plan may be administered by the Board or the Compensation Committee. The Board has delegated to the Compensation Committee the authority to administer the 2017 Plan. The Compensation Committee, in its discretion, selects the individuals to whom awards may be granted, the time or times at which such awards are granted, and the terms and conditions of such awards.

Number of Authorized Shares

The number of shares of common stock authorized for issuance under the 2017 Plan is 280,100 shares, representing 10.39% of the fully diluted Company common stock outstanding as of July 5, 2017. Stockholders will be approving this share limit as part of the approval of this Item 4. These shares consist only of shares previously authorized for issuance under the Prior Plans and not subject to outstanding options; approval of the 2017 Plan will not result in any increase in the total number of shares available for issuance under the Company’s equity compensation plans. In addition, as of the date of stockholder approval of the 2017 Plan, any awards then outstanding under the Prior Plans will remain subject to and be paid under the Prior Plans and any shares then subject to outstanding awards under the Prior Plans that subsequently expire, terminate, or are surrendered or forfeited for any reason without issuance of shares will automatically become available for issuance under the 2017 Plan. Up to 280,100 shares may be granted as incentive stock options under Code Section 422.

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Stockholders will be approving this incentive stock option limit as part of the approval of this Item 4. The shares of common stock issuable under the 2017 Plan will consist of authorized and unissued shares, treasury shares, or shares purchased on the open market or otherwise.

If any award is cancelled, terminates, expires, or lapses for any reason prior to the issuance of shares or if shares are issued under the 2017 Plan and thereafter are forfeited to the Company, the shares subject to such awards and the forfeited shares will not count against the aggregate number of shares of common stock available for grant under the 2017 Plan. In addition, the following items will not count against the aggregate number of shares of common stock available for grant under the 2017 Plan: (1) the payment in cash of dividends or dividend equivalents under any outstanding award, (2) any award that is settled in cash rather than by issuance of shares of common stock, (3) shares surrendered or tendered in payment of the option price or purchase price of an award or any taxes required to be withheld in respect of an award, or (4) awards granted in assumption of or in substitution for awards previously granted by an acquired company.

Awards to Nonemployee Directors

The maximum value of plan awards granted during any calendar year to any nonemployee director, taken together with any cash fees paid to such nonemployee director during the calendar year and the value of awards granted to the nonemployee director under any other equity compensation plan of the Company or an affiliate during the calendar year, may not exceed the following in total value (calculating the value of any equity compensation plan awards based on the grant date fair market value for financial reporting purposes): (i) $250,000 for the nonemployee Chair of the Board and (ii) $200,000 for each nonemployee director other than the Chair of the Board. However, awards granted to nonemployee directors upon their initial election to the Board or the board of directors of an affiliate will not be counted towards this limit.

Stockholders will be approving the foregoing nonemployee director annual award limits as part of the approval of this Item 4.

Adjustments

Subject to any required action by our stockholders, in the event of any change in our common stock effected without receipt of consideration by us, whether through merger, consolidation, reorganization, reincorporation, recapitalization, reclassification, stock dividend, stock split, reverse stock split, split-up, split-off, spin-off, combination of shares, exchange of shares, or similar change in our capital structure, or in the event of payment of a dividend or distribution to our stockholders in a form other than our common stock (excepting normal cash dividends) that has a material effect on the fair market value of our common stock, appropriate and proportionate adjustments will be made in the number and class of shares subject to the 2017 Plan and to any outstanding awards, and in the option exercise price, SAR exercise price, or purchase price per share of any outstanding awards in order to prevent dilution or enlargement of participant rights under the 2017 Plan.

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If a majority of our common shares are exchanged for, converted into, or otherwise become shares of another corporation, the Compensation Committee may unilaterally amend outstanding awards under the 2017 Plan to provide that such awards are for the shares of the other corporation. In the event of any such amendment, the number of shares subject to, and the option exercise price, SAR exercise price, or purchase price per share of, the outstanding awards will be adjusted in a fair and equitable manner as determined by the Compensation Committee. The Compensation Committee may also make such adjustments in the terms of any award to reflect, or related to, such changes in our capital structure or distributions as it deems appropriate.

Types of Awards

The 2017 Plan permits the granting of any or all of the following types of awards:

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Clawback

All cash and equity awards granted under the 2017 Plan will be subject to all applicable laws regarding the recovery of erroneously awarded compensation, any implementing rules and regulations under such laws, any policies adopted by the Company to implement such requirements, and any other compensation recovery policies as may be adopted from time to time by the Company.

Performance-Based Compensation under Section 162(m)

Performance Goals and Criteria. Under Code Section 162(m), we may be prohibited from deducting compensation paid to our principal executive officer and our two other most highly compensated executive officers in excess of $1 million per person in any year. However, compensation that qualifies as “performance-based” under Code Section 162(m) is not subject to the $1 million limit.

If the Compensation Committee intends to qualify an award under the 2017 Plan as “performance-based” compensation under Code Section 162(m), the performance goals selected by the Compensation Committee may be based on the attainment of specified levels of one, or any combination, of the following performance criteria for the Company on a consolidated basis, and/or specified subsidiaries or business units (except with respect to the total stockholder return and earnings per share criteria), as reported or calculated by the Company, in each case as adjusted under the 2017 Plan for any stock split, stock dividend, or other recapitalization:

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The Compensation Committee can also select any derivations of these business criteria (e.g., income will include pre-tax income, net income, and operating income).

Performance goals may, in the discretion of the Compensation Committee, be established on a Company-wide basis, or with respect to one or more business units, divisions, subsidiaries, or business segments, as applicable. Performance goals may be absolute or relative to the performance of one or more comparable companies or indices.

The Compensation Committee may determine at the time that the performance goals are established the extent to which measurement of performance goals may exclude the impact of charges for restructuring, discontinued operations, and other extraordinary, unusual, or non-recurring items, and the cumulative effects of tax or accounting changes (each as defined by generally accepted accounting principles and as identified in the Company’s financial statements or other SEC filings).

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Stockholders will be approving the performance criteria listed in this section as part of the approval of this Item 4.

Limitations. Subject to adjustment, the maximum number of each type of award (other than cash-based performance awards) granted to any recipient in any calendar year may not exceed the following number of shares: (i) options and stock appreciation rights—100,000 shares; and (ii) all other share-based performance awards—100,000 shares. The maximum amount of cash-based performance awards intended to qualify as performance-based compensation for purposes of Code Section 162(m) granted to any recipient in any calendar year may not exceed the following: (i) annual incentive awards—$1 million; and (ii) all other cash-based performance awards—$1 million.

Stockholders will be approving the annual award limits listed in the preceding paragraph as part of the approval of this Item 4.

Transferability

2017 Plan awards are not transferable other than by will or the laws of descent and distribution, except that in certain instances where approved by the Compensation Committee transfers may be made to or for the benefit of designated family members of the participant for no value.

Change in Control

The Board may provide in any award agreement, or in the event of a change in control (as defined in the 2017 Plan) may take such actions as it deems appropriate to provide, for the acceleration of the exercisability, vesting, or settlement, in connection with such change in control, of any outstanding 2017 Plan awards or shares acquired pursuant thereto.

Under the 2017 Plan, in the event of a change in control, an acquiror may, without the consent of any participant, either assume or continue the Company’s rights and obligations under each or any 2017 Plan award outstanding immediately prior to the change in control or substitute for each or any such outstanding award a substantially equivalent award with respect to the acquiror’s stock. A 2017 Plan award denominated in shares will be deemed assumed if, following the change in control, the award confers the right to receive, for each share subject to the award immediately prior to the change in control, the consideration to which a Company stockholder on the effective date of the change in control was entitled, except that if such consideration is not solely common stock of the acquiror, the Board may, with the consent of the acquiror, provide for the consideration to be received upon the exercise or settlement of the award to consist solely of common stock of the acquiror equal in fair market value to the per share consideration received by stockholdersinformation pursuant to the change in control. If any portionscaled disclosure rules applicable to “smaller reporting companies” under the rules of the consideration may be received by stockholders pursuant to the change in control on a contingent or delayed basis, the Board may determine such fair market value as of the time of the change in control on the basis of the Board’s estimate of the present value of the probable future payment of such consideration. Any award that is neither assumed or continued by the acquiror in connection with the change in control nor exercised or settled

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as of the change in control will terminate and cease to be outstanding effective as of the change in control.

Additionally, the Compensation Committee may, without participant consent, determine that upon the occurrence of a change in control each or any award outstanding under the 2017 Plan immediately prior to the change in control and not previously exercised or settled will be canceled in exchange for a payment with respect to each vested share (and each unvested share, if so determined by the Compensation Committee) subject to the canceled award in (1) cash, (2) our stock or the stock of a corporation or other business entity that is a party to the change in control, or (3) other property that will be in an amount having a fair market value equal to the fair market value of the consideration to be paid per share of our common stock in the change in control, reduced by the exercise or purchase price per share, if any, under such award.

Term, Termination and Amendment of the 2017 Plan

Unless earlier terminated by the Board, the 2017 Plan will terminate on, and no further awards may be granted after, June 21, 2027. The Board may amend, suspend, or terminate the 2017 Plan at any time, except that, if required by applicable law, regulation, or stock exchange rule, stockholder approval will be required for any amendment. The amendment, suspension or termination of the 2017 Plan or the amendment of an outstanding award generally may not, without a participant’s consent, materially impair the participant’s rights under an outstanding award.

New Plan Benefits

If the 2017 Plan is approved by our stockholders, there will 280,100 shares available under the 2017 Plan for awards to officers, employees, and nonemployee directors. The benefits to be received by grantees in the normal course under the 2017 Plan cannot be determined at this time because grants under the 2017 Plan are made at the discretion of the Compensation Committee. However, on June 20, 2017, the Compensation Committee approved awards of RSUs to certain officers of the Company that are contingent on the approval of the 2017 Plan by our stockholders. As a result, if the 2017 Plan is approved by our stockholders, we anticipate that our executive officers will receive the following:

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Equity Compensation Plan Table

The following table presents information on the Company’s equity compensation plans as of April 30, 2017. All outstanding awards relate to our common stock.

Federal Income Tax Information

The following is a brief summary of the U.S. federal income tax consequences of the 2017 Plan generally applicable to the Company and to participants in the 2017 Plan who are subject to U.S. federal taxes. The summary is based on the Code, applicable Treasury Regulations, and administrative and judicial interpretations thereof, each as in effect on the date of this Proxy Statement, and is, therefore, subject to future changes in the law, possibly with retroactive effect. The summary is general in nature and does not purport to be legal or tax advice. Furthermore, the summary does not address issues relating to any U.S. gift or estate tax consequences or the consequences of any state, local, or foreign tax laws.

Nonqualified Stock Options. A participant generally will not recognize taxable income upon the grant or vesting of a nonqualified stock option with an exercise price at least equal to the fair market value of our common stock on the date of grant and no additional deferral feature. Upon the exercise of a nonqualified stock option, a participant generally will recognize compensation taxable as ordinary income in an amount equal to the difference between the fair market value of the shares underlying the stock option on the date of exercise and the exercise price of the stock option. When a participant sells the shares, the participant will have short-term or long-term capital gain or loss, as the case may be, equal to the

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difference between the amount the participant received from the sale and the tax basis of the shares sold. The tax basis of the shares generally will be equal to the greater of the fair market value of the shares on the exercise date or the exercise price of the stock option.

Incentive Stock Options. A participant generally will not recognize taxable income upon the grant of a Code Section 422 incentive stock option. If a participant exercises an incentive stock option during employment or within three months after employment ends (12 months in the case of permanent and total disability), the participant will not recognize taxable income at the time of exercise for regular U.S. federal income tax purposes (although the participant generally will have taxable income for alternative minimum tax purposes at that time). If a participant sells or otherwise disposes of the shares acquired upon exercise of an incentive stock option after the later of (1) one year from the date the participant exercised the option or (2) two years from the grant date of the stock option, the participant generally will recognize long-term capital gain or loss equal to the difference between the amount the participant received in the disposition and the exercise price of the stock option. If a participant sells or otherwise disposes of shares acquired upon exercise of an incentive stock option before these holding period requirements are satisfied, the disposition will constitute a “disqualifying disposition,” and the participant generally will recognize taxable ordinary income in the year of disposition equal to the excess of the fair market value of the shares on the date of exercise over the exercise price of the stock option (or, if less, the excess of the amount realized on the disposition of the shares over the exercise price of the stock option). The balance of the participant’s gain on a disqualifying disposition, if any, will be taxed as short-term or long-term capital gain, as the case may be.

With respect to both nonqualified stock options and incentive stock options, special rules apply if a participant uses shares of common stock already held by the participant to pay the exercise price or if the shares received upon exercise of the stock option are subject to a substantial risk of forfeiture by the participant.

Stock Appreciation Rights. A participant generally will not recognize taxable income upon the grant or vesting of an SAR with a grant price at least equal to the fair market value of our common stock on the date of grant and no additional deferral feature. Upon the exercise of an SAR, a participant generally will recognize compensation taxable as ordinary income in an amount equal to the difference between the fair market value of the shares underlying the SAR on the date of exercise and the grant price of the SAR.

Restricted Stock Awards, Restricted Stock Units, and Performance Awards. A participant generally will not have taxable income upon the grant of restricted stock, RSUs, or performance awards. Instead, the participant will recognize ordinary income at the time of vesting or payout equal to the fair market value (on the vesting or payout date) of the shares or cash received minus any amount paid. For restricted stock only, a participant may instead elect to be taxed at the time of grant.

Other Stock- or Cash-Based Awards. The U.S. federal income tax consequences of other stock- or cash- based awards will depend upon the specific terms and conditions of each award.

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Tax Consequences to the Company. In the foregoing cases, we may be entitled to a deduction at the same time, and in the same amount, as a participant recognizes ordinary income, subject to certain limitations imposed under the Code (specifically, Code Section 162(m)).

Code Section 409A. We intend that awards granted under the 2017 Plan will comply with, or otherwise be exempt from, Code Section 409A, but make no representation or warranty to that effect.

Tax Withholding. We are authorized to deduct or withhold from any award granted or payment due under the 2017 Plan, or require a participant to remit to us, the amount of any withholding taxes due in respect of the award or payment and to take such other action as may be necessary to satisfy all obligations for the payment of applicable withholding taxes. We are not required to issue any shares of common stock or otherwise settle an award under the 2017 Plan until all tax withholding obligations are satisfied.

Vote Required

Approval of the 2017 Plan requires a number of “FOR” votes that is a majority of the shares of common stock represented at the meeting, in person or by proxy, and entitled to vote on this proposal, with abstentions counting as votes against the proposal.

The Board unanimously recommends that stockholders vote “FOR”

the approval of the 2017 Omnibus Incentive Plan.

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COMPENSATION DISCUSSION AND ANALYSIS

SEC.

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(1) information furnished by the Company’s human resources department on historical data about the base and total compensation for each executive, and marketplace compensation data, including both base and incentive compensation data, for comparable positions at other manufacturing and service companies with generally similar annual sales volume, and (2) individual performance appraisals and recommended base salary adjustments from the Chief Executive Officer for each executive officer, except himself. The human resources department also provides a base salary range based on class for each executive officer, which shows a minimum, mid-point, and maximum salary, and the position of the executive officer’s base salary in this range. The base salary range is established using marketplace comparison data and the individual responsibilities of the executive officer’s position, and is updated each year for inflation. The Company typically targets base salaries at the mid-point of the Company’s established range for a position. The Committee further considers, on a subjective basis, the executive officer’s particular qualifications, level of experience, and sustained performance over time. These same factors are also considered in determining an adjustment to the salary of the Chief Executive Officer. Base salaries are traditionally adjusted as of July 1 of each year.

Base Salary—New Program

The process for determining Due to increased responsibilities, Mandar Ranade was the only named executive officer to receive an increase in base salaries of executive officers is expected to remain substantially unchanged under the new program (although the Compensation Committee expects that it may seek advice from outside compensation consultants more frequently in the future).

salary during fiscal year 2021.

Bonuses under the annual incentive plan represent at-risk compensation, subject to the achievement of specified goals.

The components of the financial goals were achievement of certain predetermined EBITDA targets. EBITDA is a non-GAAP financial measure and is calculated as net earnings (loss), less interest expense and interest income, income taxes, depreciation and amortization. The components of the non-financial goals were the achievement of specific initiatives that are strategic in nature and designed to facilitate the long-term growth of the Company. These initiatives include investments in the Company’s front-end technology infrastructure and the re-capitalization of certain aspects of our manufacturing operations.

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executive officer’s base salary if the Company achieved 100% of targeted earnings for the year, increasing incrementally to a maximum of 43.8% of an executive’s base salary as earnings reached 150% of targeted earnings. The corresponding specified percentages for the Chief Executive Officer were 20%60% at 100% of target, to a maximum of 50% as earnings72% if the financial goals were reached at 150% of targeted earnings.target. Bonuses were still possible at levels below 100% of target. The corresponding specified percentages for Mr. Gardner were 40% at target, withto a percentagemaximum of 1%48% if the financial goals were reached at 150% of target. Bonuses were still possible at levels below 100% of target. The corresponding specified percentages for Mr. Ranade were 30% at target, to a maximum of 36% if the thresholdfinancial goals were reached at 150% of 80%target. Bonuses were still possible at levels below 100% of target applicable totarget. For all named executive officers, bonuses for performance achieved between the Chief Executive Officer and other executive officers.

Annual Incentive Plan—New Program

Under the new program, executives will continue to be eligible for annual bonuses. Those bonuses willforegoing levels would be based on Company financial performance,linear interpolation. The non-financial goals for fiscal year 2021 were achieved, and as a result all of our named executive officers earned a cash as well as individual performance. Consistent with past practice, we currently expect that pre-tax earnings will continue to be the principal measure of Company financial performance; however, the 2017 Omnibus Incentive Plan provides that performance may be measured by metrics other than, or in addition to, earnings. Bonusesa non-cash bonus for fiscal year 2021 under the annual incentive plan represent at-risk compensation, subject to the achievement of specified goals.

Long Term Incentive Plans—Historical

bonus plan. The Company has historically used stock options as its long-term incentive plan awards for executive officers. Stock option awards were normally made annually in August by the Board, based on the recommendationsamounts of the Chief Executive Officer, with respect to all stock options other than his own,cash and the Compensation Committee. The exercise price of the granted stock options was the fair market value of the Company’s common stock on the date of the grant. Individual awards were based on an individual’s performance, his or her comparative base salary level, and the number of stock option grants previously made to him or her. In August 2016 and 2015, the Company granted stock options on a total of 19,000 and 14,000 shares, respectively, of the Company’s common stock to the Chief Executive Officer andnon-cash bonuses received by our named executive officers are included in the Summary Compensation Table under the Company’s stock option plans.

Long Termheadings “Nonequity Incentive Plan—New Program

As described under Item 4 of this Proxy Statement, thePlan Compensation” and “Stock Awards,” respectively.

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For fiscal year 2021, the performance targets for performance-based awards related to financial and non-financial improvement over the three-year performance period. The number of shares covered by the award is based on a percentage of salary with the percentages for the Chief Executive Officer, Mr. Gardner and Mr. Ranade being 60%, 40% and 30% , respectively, and using our stock price on the grant date.

2021.

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Section 162(m)

Under Code Section 162(m), we may be prohibited from deducting compensation paid to “covered employees” in excess of $1 million per person in any year. As a smaller reporting company, our “covered employees” are our Chief Executive Officer and two other most highly compensated named executive officers. Compensation that qualifies as “performance-based” is not subject to the $1 million limit. The Board believes that it is in the best interests of the Company and its stockholders to maintain the flexibility to provide compensation that can be deducted for federal income tax purposes. However, because it is the policy of the Company, the Board, and the Compensation Committee to maximize long-term stockholder value, tax deductibility is not the only consideration in awarding compensation. As such, the Compensation Committee retains the flexibility and discretion to award compensation that may not be tax deductible. Moreover, even if we intend to grant compensation that qualifies as performance-based compensation, we cannot guarantee that such compensation will so qualify or will ultimately be deductible by us. The levels of compensation of our executive officers have historically been well below the deduction limit.

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plan.

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For purposes of the Agreements, subject in each case to certain conditions and qualifications set forth in the Agreements, (A) “Cause” shall mean, (i) the willful and continued failure of the executive officer to perform substantially his or her duties with the Company or one of its affiliates, or (ii) the willful engaging by the executive officer in illegal conduct or gross misconduct which is materially and demonstrably injurious to the Company, and (B) “Good Reason” shall mean, (i) the assignment to the executive officer of any duties inconsistent in any material respect with the executive officer’s position, authority, duties or responsibilities, or any other action by the Company which results in a diminution in such position, authority, duties or responsibilities, (ii) any failure by the Company to comply with any of the compensation provisions of the executive officer’s Agreement, (iii) the Company’s requiring the executive officer to relocate or the Company’s requiring the executive officer without the executive officer’s consent to travel on Company business to a substantially greater extent than required immediately prior to the Change of Control Date, (iv) any purported termination by the Company of the executive officer’s employment otherwise than as expressly permitted by the executive officer’s Agreement, or (v) any failure by the Company to cause any successor to the Company to assume the executive officer’s Agreement.

kequ.

meeting online.

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records and the number of shares of the Company’s common stock beneficially owned by such stockholder. In addition, (i) for proposals other than nominations for the election of directors, such notice must include a description of the business desired to be brought before the meeting, the reasons for presenting such business at the meeting, and any material interest of the stockholder in such business, and (ii) for proposals relating to stockholder nominations for the election of directors, such notice must also include, with respect to each person nominated, the information required by Regulation 14A under the Exchange Act. All other proposals to be presented at the meeting must be delivered to the Secretary of the Company, in writing, by June 7, 2018.

May 31, 2022.