FLEXSTEEL INDUSTRIES, INC. (NASDAQ:FLXS) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Resignation of President and Chief Executive Officer
On September 11, 2018, Flexsteel Industries, Inc. issued a press release announcing that Karel K. Czanderna, the Company’s President, Chief Executive Officer, and Director retired effective September 9, 2018.
In connection with Ms. Czanderna’s retirement and consistent with her Letter Agreement dated July 1, 2012 (as amended, “Letter Agreement”), Ms. Czanderna will receive certain severance benefits as described in the Letter Agreement, including:
(i)a lump sum payment of $1,140,945, representing the aggregate of 18 months’ base salary and one and one-half times the annual incentive bonus for the fiscal year ending June 30, 2018;
(ii)reimbursement or payment of the premiums for continuation of her medical benefits under COBRA for a period of 18 months; and
(iii)payment for senior executive level outplacement program selected by Ms. Czanderna and reasonably approved by the Company.
Receipt of the foregoing severance payments and benefits is conditioned upon Ms. Czanderna entering into release agreement (“Release Agreement”) and not revoking the Release Agreement. Among other things, the Release Agreement will contain confidentiality provisions, non-competition and employee/client non-solicitation provisions applicable to Ms. Czanderna as well as mutual general releases and a mutual non-disparagement provision.
In accordance with the terms of the Company’s Cash Incentive Compensation Plan and Long-Term Incentive Plan, Ms. Czanderna is entitled to her annual cash incentive compensation and long-term equity incentive compensation payouts based on actual performance for the entire applicable performance periods, prorated for the amount of time Ms. Czanderna was employed by the Company during the applicable performance period. All of Ms. Czanderna’s stock options were fully vested at grant and are exercisable for a period of three years.
Appointment of Interim President
Until a permanent successor to Ms. Czanderna is appointed, the Board has appointed Jeffrey T. Bertsch as Interim President, effective September 9, 2018.
Mr. Bertsch, age 63, has served as a current Board member of the Company since 1997. Mr. Bertsch served as the Company’s former Senior Vice President of Corporate Services from 2004 to 2015 and former Vice President of Corporate Services from 1989 to 2004. Mr. Bertsch also currently serves as a current Board member of American Trust and Savings Bank. There are no arrangements or understandings between Mr. Bertsch and any other person to which he was appointed as the Company’s Interim President. There is no family relationship between or among Mr. Bertsch and any director, executive director, or person nominated or chosen by the Company to become a director or executive officer of the Company. Mr. Bertsch’s sister, Carrie Bliele, is employed by the Company as Vice President Merchandising and received compensation of $134,400 for the fiscal year ended June 30, 2018.
Mr. Bertsch will receive compensation from the Company for his service as Interim President in the amount of $10,000 per month.
The press release announcing Ms. Czanderna’s retirement and Mr. Bertsch’s appointment as Interim President is included as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits
Exhibit 99.1 – Press Release by Flexsteel Industries, Inc. on September 11, 2018.
FLEXSTEEL INDUSTRIES INC ExhibitEX-99.1 2 a182064_ex99-1.htm PRESS RELEASE DATED SEPTEMBER 11,…To view the full exhibit click
About FLEXSTEEL INDUSTRIES, INC. (NASDAQ:FLXS)
Flexsteel Industries, Inc. is a manufacturer, importer, marketer and distributor of residential and commercial upholstered and wood furniture products in the United States. The Company offers its products for contract under categories, such as hospitality, healthcare, senior living, government and commercial office. It offers furniture for common areas, guest rooms, dining areas, patient rooms, resident rooms, work spaces, reception areas, administrative and collaborative spaces. Its range of offering includes chairs, sofas, benches, ottomans, pillows, barstools, tables, headboards, group seating, desks & hutches, causeway collection, presentation boards, bookcases, recliners and storage. It also offers sectionals, reclining furniture, lift reclining furniture, media consoles, night stands and side tables, among others, for home. It offers various products for recreation, such as bucket seats, fold-n-tumble, dinette seating, helm seating and modular sectionals.