Form 8-K 10.06.2014 Retirement Plan Blackout

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) October 6, 2014 (September 30, 2014)

KIMBALL INTERNATIONAL, INC.

________________________________________________________________________________________________________

(Exact name of registrant as specified in its charter)




Indiana	0-3279	35-0514506
(State or other jurisdiction of	(Commission File	(IRS Employer Identification No.)
incorporation)	Number)




1600 Royal Street, Jasper, Indiana		47549-1001
(Address of principal executive offices)		(Zip Code)

Registrant's telephone number, including area code (812) 482-1600

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):

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

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

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

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

Item 5.04 Temporary Suspension of Trading Under Registrant's Employee Benefit Plans

On October 6, 2014, Kimball International, Inc. (the “Company”), in connection with the spin-off of the Company’s electronic manufacturing services (“EMS”) business, sent a notice to its directors and officers who are subject to Section 16 of the Securities Exchange Act of 1934, as amended, informing them of a freeze period (the "Blackout Period") that is being imposed on participants in the Kimball International, Inc. Retirement Plan (the “Plan”) and notifying them of trading restrictions applicable to them during this Blackout Period. This notice was sent pursuant to Section 306 of the Sarbanes-Oxley Act of 2002 and Regulation BTR, which generally prohibit executive officers and directors of an issuer from engaging in transactions involving the issuer's equity securities acquired in connection with their service or employment as director or executive officer during any retirement plan blackout period. On September 30, 2014, the Company received notice from the administrator of the Plan regarding the expected trading restrictions relating to the Plan pursuant to Section 101(i)(2)(E) of the Employee Retirement Income Security Act of 1974, as amended.

A copy of the form of notice to directors and executive officers, which includes the information specified in Rule 104(b) of Regulation BTR, is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 5.04.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

The following exhibit is filed as part of this report:



Exhibit
Number		Description
99.1		Form of Notice of Blackout Period to Directors and Executive Officers dated October 6, 2014

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 INTERNATIONAL, INC.

By:	/s/ Robert F. Schneider
	ROBERT F. SCHNEIDER Executive Vice President, Chief Financial Officer

Date: October 6, 2014

EXHIBIT INDEX



Exhibit
Number		Description
99.1		Form of Notice of Blackout Period to Directors and Executive Officers dated October 6, 2014

Exhibit 99.1 10.06.2014 Retirement Plan Blackout

Exhibit 99.1

Form of Notice of Blackout Period to Directors and Executive Officers

October 6, 2014

To: Executive Officers and Members of the Board of Kimball International, Inc.

Re: Notice of Expected Imposition of Blackout Period Relating to Kimball International, Inc. Stock

This notice is being provided to you regarding an expected temporary suspension of trading in Kimball International, Inc. (“Kimball International”) equity securities during a short freeze period (the “Blackout Period”) that is expected to be imposed under the Kimball International, Inc. Retirement Plan (the “Plan”) in connection with the anticipated spin-off of Kimball Electronics, Inc. (“Kimball Electronics”) from Kimball International. A new stock fund, the Kimball Electronics Stock Fund, will be added to the investment lineup of the Plan. Those participants in the Plan, who have invested in the Kimball International Stock Fund as of October 31, 2014, will have the value of their Kimball International Stock Fund holdings allocated to the Kimball International Stock Fund and the new Kimball Electronics Stock Fund, according to the terms of the transaction agreements. The Blackout Period has been imposed to allow the creation and distribution of the Kimball Electronics Stock Fund. During the Blackout Period, participants in the Plan will not be able to exchange into or transfer out of either stock fund, request a loan, withdrawal, or distribution, or make an unscheduled loan repayment that involves either Kimball International common stock or Kimball Electronics common stock. The Blackout Period for the Plan is expected to begin as of 1 p.m., Eastern time, on October 30, 2014 and end the week of November 2, 2014.

Under the Sarbanes-Oxley Act of 2002, we are required to provide you with notice that during the Blackout Period, you are generally prohibited from directly or indirectly purchasing or acquiring any of the common stock of Kimball International offered to you for your service as an executive officer or director of Kimball International. You also may not directly or indirectly sell or transfer any common stock of Kimball International that you acquired previously through your service as an executive officer or director, regardless of whether you are a participant in the Plan. The Kimball International common stock that you own subject to these restrictions includes any shares you received under the Plan, the Amended and Restated 2003 Stock Option and Incentive Plan, and the 2010 Profit Sharing Incentive Bonus Plan.

In addition, the rule against the “indirect” sales or purchases, etc., can extend these prohibitions to transfers or acquisitions of common stock of Kimball International by immediate family members living with you or trusts or other entities in which you have an interest.

These restrictions may have exceptions for certain transactions, including, but not limited to Kimball International common stock purchased or sold pursuant to a 10b-5 Plan. The rules, however, are complex, and the criminal and civil penalties that could be imposed upon executive officers and directors who violate them could be severe. Therefore, please contact Julia Heitz-Cassidy directly at (812) 482-8409 or 1600 Royal Street, Jasper, IN 47549, before you, any immediate family member living with you or any trust or other entity in which you have an interest engages in any acquisition, sale or other disposition of common stock of Kimball International during the Blackout Period, if you believe that a transaction in which you have an interest may occur during the Blackout Period or if you have any questions concerning this notice. You may obtain, without charge, information as to whether the Blackout Period has begun or ended. Also, during the Blackout Period and for a period of two years after the ending date of the Blackout Period, a Kimball International security holder or other interested person may obtain, without charge, the actual beginning and ending dates of the blackout period. Please keep in mind that the expected end of the Blackout Period will in no way affect other prohibitions on trading common stock of Kimball International, including the normal prohibition on trading in common stock of Kimball International while in possession of material non-public information.