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KBALB > SEC Filings for KBALB > Form 8-K on 25-Feb-2013All Recent SEC Filings

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Form 8-K for KIMBALL INTERNATIONAL INC


25-Feb-2013

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

On February 19, 2013, Donald D. Charron, age 49, was appointed to the Board of Directors (the "Board") of Kimball International, Inc. (the "Company") representing the Class A shareholders. Mr. Charron currently holds the title of Executive Vice President, President-Kimball Electronics Group of the Company. Mr. Charron shall serve as a Director of the Company until the next Annual Meeting of Share Owners of the Company. Mr. Charron has not been named to serve on any of the committees of the Board. There are no arrangements or understandings between Mr. Charron and any other person pursuant to which Mr. Charron was appointed as a Director of the Company. Similar to other employee Directors, Mr. Charron will not receive additional compensation for serving as a member of the Board.

In addition, on February 22, 2013, Kimball International, Inc. accepted Stanley C. Sapp's resignation from employment with the Company as Vice President, President - Kimball Hospitality effective March 1, 2013 to pursue other interests.

The Company's press release announcing these changes is attached as Exhibit 99.1 and is incorporated herein by reference.



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

(a) On February 19, 2013, the Board of the Company approved a resolution to amend the By-laws of the Company. The resolution contained one amendment to the By-laws which was effective immediately.

Article V: Directors, Section 1 - Number was amended to change the number of members that the Board shall consist of to 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. The previous provision was that the Board of the Company shall consist of 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.

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 incorporated herein by reference.

(d) Exhibits The following exhibit is filed as part of this report:

Exhibit
Number    Description
3(b)      Restated By-laws of the Company
99.1      Press Release dated February 25, 2013


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