UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM8-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): March 24, 2019
Kewaunee Scientific Corporation
(Exact name of registrant as specified in its charter)
Delaware | 0-5286 | 38-0715562 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||
2700 West Front Street Statesville, North Carolina | 28677 | |||
(Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code:704-873-7202
N/A
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ | Soliciting material pursuant to Rule14a-12 under the Exchange Act (17 CFR240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule14d-2(b) under the Exchange Act (17 CFR240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule13e-4(c) under the Exchange Act (17 CFR240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
Common Stock, $2.50 par value | KEQU | NASDAQ Global Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule12b-2 of the Securities Exchange Act of 1934(§240.12b-2 of this chapter).
Emerging growth company ☐
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. ☐
Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(e) On March 24, 2019, Kewaunee Scientific Corporation (the “Company”) entered into a Separation Agreement (the “Agreement”) with David M. Rausch in conjunction with his previously announced resignation from the Company. Under the Agreement, contingent upon Mr. Rausch’s compliance with certain confidentiality,non-disparagement,non-competition andnon-solicitation obligations, he will receive payments in 35 equal monthly installments of $13,188.33 beginning May 2019 and continuing through February 2022, and he will be able to participate in the Company’s group medical and dental insurance plans through February 2022 at the same cost as an active employee of the Company.
The foregoing description is qualified in its entirety by reference to the Agreement, a copy of which is filed as Exhibit 10.1 to this Report onForm 8-K and incorporated herein by reference.
Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
Exhibit Number | Description | |
10.1 | Separation Agreement dated as of March 24, 2019 between Kewaunee Scientific Corporation and David M. Rausch. |
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: June 21, 2019 | /s/ Thomas D. Hull III | |||||
Thomas D. Hull III President | ||||||
Chief Executive Officer |