HNI Corporation (NYSE:HNI) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

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HNI Corporation (NYSE:HNI) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Item 5.03

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

On February 14, 2018, the Board of Directors of HNI Corporation amended Section 3.02(b) of the Corporation's Amended and Restated By-Laws, effective immediately, to clarify amajorityvoting standard for uncontested elections of directors applies in lieu of the default plurality voting standard provided under the laws of Iowa where the Corporation is incorporated. Plurality voting would continue to apply in any contested election.

The Corporation’s By-laws and Corporate Governance Guidelines have long included a resignation policy for any director candidate in an uncontested election who receives a greater number of votes "against" than "for" the election. This resignation policy remains in effect with conforming changes to reflect themajorityvoting provision.

The above description of the amendments to the By-Laws is qualified in its entirety by reference to the full text of the By-Laws filed as Exhibit 3.1 to this Report.

Item 9.01

Financial Statements and Exhibits

(d) Exhibits

Exhibit No.

Description

3.1

HNI Corporation Amended and Restated By-laws


HNI CORP Exhibit
EX-3.1 2 hnibylawsclean21418.htm EXHIBIT 3.1 Exhibit AMENDED AND RESTATED BY-LAWSOFHNI CORPORATIONAdopted on September 7,…
To view the full exhibit click here

About HNI Corporation (NYSE:HNI)

HNI Corporation is a provider of office furniture and hearth products. The Company manufactures and markets gas and wood burning fireplaces. It operates through two segments: office furniture and hearth products. Its office furniture segment manufactures and markets a range of metal and wood commercial and home office furniture, which includes storage products, desks, credenzas, chairs, tables, bookcases, freestanding office partitions, and panel systems and other related products. Its hearth products segment manufactures and markets a range of gas, electric, wood and biomass burning fireplaces, inserts, stoves, facings and accessories, principally for the home. Its office furniture products are sold through dealers, wholesalers and office product distributors, and are also sold directly to end user customers, and federal, state and local governments. Its hearth products are sold through dealers and distributors, as well as through the Company-owned distribution and retail outlets.