HNI Corporation (NYSE:HNI) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 7.01
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On June 28, 2018, Stan A. Askren announced his retirement as Chief Executive Officer of HNI Corporation. Consistent with a previously announced long-term succession plan, the Board of Directors promoted Jeffrey D. Lorenger as the Corporation's new Chief Executive Officer. On April 20, 2018, the Board appointed Mr. Lorenger as President, HNI Corporation and elected him as a member of the Board. The Corporation expects Mr. Askren will remain employed in a senior advisor role to assist with the transition and will continue as Chairman of the Board of Directors until his retirement, which is anticipated no later than the end of the year. Mr. Askren's current compensation and benefit arrangements will continue until his retirement from the Corporation.
The Board approved certain changes to Mr. Lorenger's compensation in connection with his promotion. Mr. Lorenger's initial annual base salary is $900,000, subject to annual review and adjustment.Mr. Lorenger continues to be eligible for an annual incentive award, with a target award of 110% of his annual base salary under the HNI Corporation Annual Incentive Plan, prorated for the current fiscal year.The annual incentive award will depend both on the Corporation’s sales performance (representing 20% of the target amount) and profit performance (representing 80% of the target amount).
Mr. Lorenger also continues to be eligible for annual participation in the Corporation's executive long-term incentive program, with a target award equal to 325% of his annual base salary.Twenty-five percent (25%) of Mr. Lorenger's long-term incentive award will be cash awards paid to the HNI Corporation Long-Term Performance Plan.The remaining seventy-five percent (75%) of the award will be stock options granted annually to the HNI Corporation 2017 Stock-Based Compensation Plan. As approved by the Board, at the time of his promotion, Mr. Lorenger received a prorated long-term incentive award valued at $937,500, consisting of stock options (75%) and a long-term incentive cash award (25%) for the 2018-2020 performance period.
In connection with his promotion, Mr. Lorenger entered into a new Change in Control Agreement, replacing his prior Change in Control Agreement entered into November 15, 2006. Mr. Lorenger's new Change in Control Agreement follows the form disclosed in the Corporation's Current Report on Form 8-K filed January 19, 2017, with one exception regarding severance payments. As Chief Executive Officer, Mr. Lorenger is entitled to a severance payment equal to three times (rather than two times) the sum of his base salary and his average annual bonuses over the prior two years if he is terminated within two years of a change in control. The Change in Control Agreement does not provide a tax gross-up in the event any payments would be subject to excise tax. The form of Change in Control Agreement is attached to this Current Report on Form 8-K as Exhibit 10.1 and incorporated by reference.
Biographical and other information required by this Item 7.01 concerning Mr. Lorenger is included in the Corporation’s Current Report on Form 8-K announcing his promotion to President, HNI Corporation, filed on April 20, 2018 and incorporated herein.
|
Item 7.01 |
Regulation FD Disclosure |
A copy of the press release, dated June 28, 2018, announcing the retirement of Mr. Askren as Chief Executive Officer and the appointment of Mr. Lorenger is attached to this Current Report on Form 8-K as Exhibit 99.1.
The information in Item 7.01 of this Report, including Exhibit 99.1 attached hereto, is furnished and shall not be treated as filed for purposes of the Securities Exchange Act of 1934, as amended.
|
Item 7.01 |
Financial Statements and Exhibits |
(d) Exhibits
HNI CORP ExhibitEX-10.1 2 formofhnichangeincontrolem.htm EXHIBIT 10.1 Exhibit Exhibit 10.1HNI CorporationChange In Control Employment AgreementTHIS AMENDED AND RESTATED AGREEMENT is made between HNI Corporation,…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.