Executive Change

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): March 18, 2024     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.) 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 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:   ☐ 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)) 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 Rule 12b-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. On March 18, 2024 (the “Effective Date”), Kewaunee Scientific Corporation (the “Company”) and Thomas D. Hull III, the Company’s President and Chief Executive Officer, entered into a Retention Bonus Agreement (the “Agreement”). Pursuant to the terms of the Agreement, Mr. Hull will be paid a cash retention bonus in the amount of $250,000 (the “Bonus”). If Mr. Hull voluntarily resigns from employment with the Company other than for Good Reason, or if the Company terminates Mr. Hull’s employment for Cause, in each case before the date that is 36 months from the Effective Date, Mr. Hull will reimburse the Company 100% of the gross amount of the Bonus. For purposes of the Agreement, Cause and Good Reason have the definitions ascribed to those terms in the Change of Control Employment Agreement, dated as of June 18, 2019, by and between the Company and Mr. Hull, a copy of which was filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on June 21, 2019. This summary of the material terms of the Agreement is qualified in its entirety by reference to the full text of the Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K.   Item 9.01 Financial Statements and Exhibits (d) Exhibits: Exhibit No.   10.1    Retention Bonus Agreement, dated March 18, 2024, by and between Kewaunee Scientific Corporation and Thomas D. Hull III. 104    Cover Page Interactive Data File (embedded within the Inline XBRL document). 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: March 22, 2024       /s/ Donald T. Gardner III       Donald T. Gardner III       Vice President, Finance and Chief Financial Officer