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KBALB > SEC Filings for KBALB > Form 8-K on 18-Feb-2009All Recent SEC Filings

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Form 8-K for KIMBALL INTERNATIONAL INC


18-Feb-2009

Change in Directors or Principal Officers, Amendments to Articles of In


Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

(e) On February 17, 2009, the Compensation and Governance Committee (the "Committee") of the Board of Directors (the "Board") of Kimball International, Inc. (the "Company") approved a 10% reduction in the annual base salary of the Company's President and Chief Executive Officer and a 5% reduction in the annual base salary of the remaining Named Executive Officers (NEOs) of the Company as identified in the Company's most recent Proxy Statement filed with the Securities and Exchange Commission on September 10, 2008. The changes are effective beginning February 23, 2009. The new base salaries for the NEOs will be:

James C. Thyen, President and Chief Executive Officer                    $810,836
Douglas A. Habig, Chairman of the Board                                  $257,400
Donald D. Charron, Executive Vice President, President-Kimball           $505,596
Electronics Group
P. Daniel Miller, Executive Vice President, President-Furniture          $478,452
Robert F. Schneider, Executive Vice President, Chief Financial           $409,292
Officer

In addition, the Company will also reduce the annual base pay compensation of all other U.S. officers of the Company by 5% effective February 23, 2009 and the remaining U.S. salaried personnel by 3% effective March 23, 2009. The salary reductions will affect all U.S. employees and appropriate commensurate actions are being considered and implemented worldwide in accordance with local laws and practices in the Company's international operations.

A press release announcing the salary reduction plan is included as Exhibit 99.1 to this report and is incorporated herein by reference.



Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

(a) On February 17, 2009, the Board approved a resolution to amend the By-laws of the Company. The resolution contained one amendment to the By-laws which was effective immediately.

1. Article V: Directors, Section 1 - Number was amended to change the number of members that the Board shall consist of to seven (7) members, six (6) of whom shall be elected by holders of Class A Common Stock, voting as a class, and one
(1) of whom shall be elected by holders of Class B Common Stock, voting as a class. The previous provision was that the Board of the Company shall consist of eight (8) members, seven (7) of whom shall be elected by holders of Class A Common Stock, voting as a class, and one (1) of whom shall be elected by holders of Class B Common Stock, voting as a class.

This summary is not intended to be complete and is qualified in its entirety by reference to the Restated By-laws of Kimball International, Inc. included as Exhibit 3 (b) to this report and is incorporated herein by reference.




Item 8.01 Other Events

On February 17, 2009, the Board declared a quarterly cash dividend of 5 cents per share on Class B Common Stock and 4.5 cents per share on Class A Common Stock payable April 15, 2009, to Share Owners of record on March 25, 2009. This is a reduction of approximately 70% from the previous quarterly dividend of 16 cents per share on Class B Common Stock and 15.5 cents per share on Class A Common Stock. A press release announcing the dividend reduction is included as Exhibit 99.2 to this report and is incorporated herein by reference.



Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit
Number    Description
3 (b)     Restated By-laws of Kimball International, Inc.
99.1      Press Release dated February 18, 2009
99.2      Press Release dated February 18, 2009


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