Kewaunee Scientific CorpKEQU
Recorded

Kewaunee Scientific Corp AGM 2026

Review the key takeaways and the transcript of this earnings call.

PeriodFY 2026Duration25 minParticipants3

Transcript

Preview the first fifteen paragraphs, organized by speaker.

David RhindChairman of the Board of Directors

The annual meeting of stockholders of Kewaunee Scientific Corporation will please come to order. Good morning, ladies and gentlemen. I'm David S. Rhind, Chairman of the Board of Directors of Kewaunee Scientific Corporation, and it is my pleasure to welcome you to Kewaunee's 2026 annual meeting of stockholders. I will serve as Chairman of the meeting and Don T. Gardner III, Executive Vice President of Finance, Chief Financial Officer, Treasurer, and Secretary of the company, will act as Secretary of the meeting. You are participating in the meeting virtually. We are pleased to hold our annual meeting virtually to increase access and participation for our stockholders, associates, and Directors. A replay of the audio webcast of this meeting will be made available on our website for approximately one year, but no other recording of this meeting is permitted.

David RhindChairman of the Board of Directors

I am pleased to introduce the other members of our Board of Directors participating in this meeting today. Keith M. Gehl, Thomas D. Hull III, Margaret B. Pyle, John D. Russell, Donald F. Shaw, and J. Jette Campbell. We will now proceed with the formalities of this meeting. This meeting will take place in three parts. First, we will conduct the formal business of the meeting. After the meeting is adjourned, Thomas D. Hull III, President and Chief Executive Officer, will review the company's progress for the past year, as well as discuss the company's strategy and outlook moving forward. Upon conclusion of Mr. Hull's remarks, we will open the floor to questions you may have about the company. If we encounter any technical difficulties or are unable to proceed with the meeting for any reason, please be advised of the following. The notice of this meeting has been properly served.

David RhindChairman of the Board of Directors

I have been advised on a preliminary basis that a quorum is present. All proposals will be deemed to be properly presented before the meeting. Appointed proxies have cast all votes as set forth on the individual proxy cards. Polls will be closed at such time as I indicate. The meeting will be adjourned at such time as I indicate. Final voting results will be reported on a Form 8-K filed by the company within four business days. Your Board of Directors fixed the close of business on June 29, 2026, as the record date for the determination of stockholders entitled to notice of, and to vote at this meeting. I have appointed Summer Rau, Corporate Controller of the company, as Inspector of Election. She has signed and filed her oath as Inspector and will function in that capacity.

David RhindChairman of the Board of Directors

I have also asked the Secretary to file the letter of appointment and oath with the permanent records of the company. Will the Secretary now please confirm proof of the mailing of the applicable proxy materials for this meeting?

Dave GardnerEVP of Finance, CFO, Treasurer, and Secretary

I have received an affidavit from an authorized officer of the company's annual meeting agent, which states that on or about July 7, 2026, the applicable proxy materials were mailed to all stockholders of record of the company at the close of business on the record date. This affidavit will be available under the Meeting Materials tab as shown on your screen.

David RhindChairman of the Board of Directors

Thank you. Please file the affidavit and appended materials with the permanent records of the company. If you have not already delivered a proxy or would like to change your vote, ballots can be accessed under the Meeting Materials tab on your screen. The polls for all matters on which stockholders may vote at this meeting are now open and will remain open until I announce the polls have been closed. Will the secretary please give us his report on the stockholders present?

Dave GardnerEVP of Finance, CFO, Treasurer, and Secretary

Mr. Chairman, 2,868,511 shares of common stock of the company were issued and outstanding at the close of business on June 29, 2026, the record date for this meeting. The inspector reports that at least 2,517,156 shares, or at least approximately 87.8% of the shares entitled to vote, are represented at this meeting, so a quorum for the transaction of business is present.

David RhindChairman of the Board of Directors

Notice of this meeting has been duly given and a quorum is present. The meeting is now legally convened and ready for the transaction of business. The minutes of the annual meeting of stockholders held on August 27, 2025, are located under the Meeting Materials tab as shown on your screen. Unless there is an objection, we will dispense with the reading of the minutes. Hearing no objection, we will proceed. We can now proceed with the election of directors. As provided in its restated certificate of incorporation, the company has a classified board of directors with the terms of the members of one of the three classes expiring at each annual meeting. The term of three Class One directors, Thomas D. Hull III, David S. Rhind, and John D.

David RhindChairman of the Board of Directors

Russell, expires at this meeting. Your board of directors has nominated Mr. Hull, Mr. Rind, and Mr. Russell for re-election to a three-year term and has recommended a vote for their election as a Class I director to serve as a director for a term expiring at the annual meeting of stockholders in the year 2029, and until his or her successor has been elected and qualified. If you wish to vote during the meeting and have not yet done so, please do so now. After a brief pause, I will declare the polls closed. The polls are now closed. I will now report the preliminary election results. The Inspector of Election has tabulated the votes received prior to the meeting and provided me with the preliminary results.

David RhindChairman of the Board of Directors

On a preliminary basis, the Inspector of Election has reported that Mr. Hull, Mr. Rind, and Mr. Russell each received the affirmative vote of a plurality of the shares represented at the meeting, in person or by proxy. Accordingly, Mr. Hull, Mr. Rind, and Mr. Russell each have been re-elected as directors of the company to serve for the term specified. We will file a report on Form 8-K with the SEC following this meeting, which will reflect the final vote totals, including any shares voted during this meeting. The Audit Committee has selected the independent registered public accounting firm of Forvis Mazars, LLP as the company's independent auditors for fiscal year ending April 30, 2027.

David RhindChairman of the Board of Directors

Although not required by law to submit the appointment to a vote by stockholders, the Audit Committee is requesting that the stockholders ratify the appointment of Forvis Mazars, LLP as independent auditors for fiscal year 2027. Mr. John Stewart of Forvis Mazars, LLP is available to answer any questions from stockholders. Any questions for Mr. Stewart may be submitted online in the same manner as indicated previously. I will pause briefly to permit any such questions to be submitted. I will now report the preliminary voting results. The Inspector of Election has tabulated the votes received prior to the meeting and provided me with the preliminary results. On a preliminary basis, the Inspector of Election has reported that the ratification of Forvis Mazars, LLP has been approved. As previously indicated, the final voting results will be reported on our Form 8-K.

David RhindChairman of the Board of Directors

Last on the agenda is the approval on an advisory basis of the compensation of our named executive officers in the fiscal year ended April 30, 2026. The Inspector of Election has tabulated the votes received prior to the meeting and provided me with the preliminary results. On a preliminary basis, the Inspector of Election has reported that the compensation of our named executive officers has been approved on an advisory basis. As previously indicated, the final voting results will be reported on our Form 8-K. There being no other business to come before the meeting, the meeting is adjourned. At this time, Tom Hull, President and Chief Executive Officer, will review the company's progress for the past year, as well as discuss the company's strategy and outlook moving forward.

David RhindChairman of the Board of Directors

If you have signed on to the meeting as a shareholder, you may submit a question for Mr. Hull online now. You must have your control number to do so. Any questions will be reviewed for relevance and to avoid duplication and addressed by Mr. Hull following his remarks.

Thomas D. Hull IIIPresident and CEO

Tom? Thank you, David. Good morning, everyone.

Thomas D. Hull IIIPresident and CEO

I would like to extend a warm welcome to our shareholders who set aside time to join us today at Kewaunee Scientific Corporation's 2026 Annual Shareholder Meeting. This year's meeting is again being conducted virtually, providing our shareholders with an accessible format in which to participate. Before proceeding, a brief comment regarding forward-looking statements. Additionally, please see the notice regarding any non-GAAP measures included in today's financial review. Today, we will discuss highlights from our recently completed fiscal year ended April 30, 2026, including our consolidated results, strategic investments, and business outlook. I will also discuss how we are strengthening our corporate platform, expanding internationally, and leveraging the strengths and combined portfolios of our business segments to deliver more comprehensive solutions for our customers while creating new opportunities for growth and long-term shareholder value.

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