ke-20211109

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) November 9, 2021

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):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Securities registered pursuant to Section 12(b) of the Act:
Title of each Class	Trading Symbol	Name of each exchange on which registered
Common Stock, no par value	KE	The Nasdaq Stock Market LLC

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 ☐

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 November 9, 2021, John H. Kahle, Kimball Electronics’ Vice President, General Counsel, Chief Compliance Officer, and Secretary, notified us of his decision to retire effective December 31, 2021. Mr. Kahle has served as General Counsel since we became a standalone public company in October 2014 and as our Chief Compliance Officer since 2016. His decision to retire is not the result of any disagreement on any matter relating to our accounting practices, operations, or policies.

Upon Mr. Kahle’s retirement, Kimball Electronics will appoint Douglas A. Hass, 45, as its Chief Legal and Compliance Officer and Secretary. Doug Hass joined Kimball Electronics in 2020 as Associate General Counsel and Assistant Secretary. He has more than 25 years of legal, management, and operations experience, centered on technology-intensive telecommunication companies, and electronics manufacturers. Prior to Kimball Electronics, Mr. Hass served as General Counsel and Secretary of Lifeway Foods, a dairy company listed on Nasdaq, from 2016 through 2020, where he received First Chair’s prestigious Top General Counsel award in 2019. He was also recognized as one of Illinois’ Top 40 under Forty attorneys by Chicago Daily Law Bulletin and Chicago Lawyer, and is a Past Chair of the Association of Corporate Counsel’s Employment and Labor Law Network, a group of nearly 7,000 labor and employment attorneys worldwide. Mr. Hass holds a Juris Doctor, magna cum laude, from Indiana University Maurer School of Law in Bloomington, Indiana.

No new compensatory arrangements were entered into in connection with Mr. Hass’s appointment. He will participate in our Executive Severance and Change in Control Plan upon his appointment as an executive officer.

Our press release announcing Mr. Kahle’s retirement and Mr. Hass’s appointment is attached on Exhibit 99.1 and is incorporated into this Item 5.02 by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

The following exhibits are filed as part of this report:


Exhibit
Number						Description
99.1						Press Release dated November 10, 2021
104						Cover Page Interactive Data File (formatted in Inline XBRL)

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/ Jana T. Croom
			JANA T. CROOM Vice President, Chief Financial Officer

Date: November 10, 2021

Exhibit 99.1

KIMBALL ELECTRONICS ANNOUNCES RETIREMENT OF JOHN KAHLE, VICE PRESIDENT, GENERAL COUNSEL, CHIEF COMPLIANCE OFFICER, AND SECRETARY

COMPANY APPOINTS ASSOCIATE GENERAL COUNSEL AND ASSISTANT SECRETARY, DOUG HASS, TO SUCCEED

JASPER, Ind., November 10, 2021--(BUSINESS WIRE)-- Kimball Electronics, Inc. (Nasdaq: KE) today announced that Vice President, General Counsel, Chief Compliance Officer, and Secretary, John H. Kahle will be retiring on December 31, 2021. Mr. Kahle, a long tenured member of the executive team, who has enjoyed a distinguished career with the company, will be succeeded by the Associate General Counsel and Assistant Secretary, Douglas A. Hass.

Commenting on today’s announcement, Donald D. Charron, Chairman and Chief Executive Officer of Kimball Electronics stated, “Our company is bidding farewell to a trusted friend and colleague, who has served as a key leader for almost 35 years. During that time, John’s contributions were many, and his impact profound. His sound guidance, quick wit, and worldly perspective will be missed. On behalf of our Board of Directors and the entire organization, I want to extend our most sincere gratitude and appreciation for his dedication and legacy of success. We wish John the very best, he will always be welcomed by the Kimball Electronics family.”

In response to his retirement announcement, Mr. Kahle said, “I want to thank Don, the Board of Directors, and the team at Kimball Electronics across the globe. I have been very fortunate throughout my career, and truly appreciate the support, partnership, lifelong friendships, and lasting memories. I also want to congratulate Doug on his expanded role. He has been a quick-study and his extensive experience, cultural fit and positive outlook have made for a seamless transition. I wish him the very best.”

Doug Hass joined Kimball Electronics in 2020 as Associate General Counsel and Assistant Secretary. He has more than 25 years of legal, management, and operations experience, centered on technology-intensive telecommunication companies, and electronics manufacturers. Prior to Kimball Electronics, Mr. Hass served as General Counsel and Secretary of Lifeway Foods, a dairy company listed on Nasdaq, where he received First Chair’s prestigious Top General Counsel award in 2019. He was also recognized as one of Illinois’ Top 40 under Forty attorneys by Chicago Daily Law Bulletin and Chicago Lawyer, and is a Past Chair of the Association of Corporate Counsel‘s Employment and Labor Law Network, a group of nearly 7,000 labor and employment attorneys worldwide. Mr. Hass holds a Juris Doctor, magna cum laude, from Indiana University Maurer School of Law in Bloomington, Indiana.

Regarding Mr. Hass’ appointment, Mr. Charron continued his comments stating, “We are fortunate to have a leader of Doug’s caliber and pedigree ready to fill this critical role. Doug’s resume speaks for itself, and his exceptional attitude is an ideal fit for our organization and leadership team.”

In response to his expanded role, Mr. Hass commented, “I am thrilled to start this new chapter at Kimball Electronics. John has played a transformative role for many years with his steady hand and sage advice. He has built a talented team that I will be fortunate to lead. I’m looking forward to working alongside Don, and the other

members of the leadership team, to continue to deliver exceptional service to our customers, and to enhance Share Owner value, while supporting our strong company culture and purpose of Creating Quality for Life.”

About Kimball Electronics, Inc.

Kimball Electronics is a multifaceted manufacturing solutions provider of electronics and diversified contract manufacturing services to customers around the world. From our operations in the United States, China, India, Japan, Mexico, Poland, Romania, Thailand, and Vietnam, our teams are proud to provide manufacturing services for a variety of industries. Recognized for a reputation of excellence, we are committed to a high-performance culture that values personal and organizational commitment to quality, reliability, value, speed, and ethical behavior. Kimball Electronics, Inc. (Nasdaq: KE) is headquartered in Jasper, Indiana.

To learn more about Kimball Electronics, visit: www.kimballelectronics.com.

Lasting relationships. Global success.