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 Officers

Certain Officers; Compensatory Arrangements of Certain Officers.

Chairman

On May 7, 2019, the Board of Directors (the “Board”) of HNI Corporation (the “Corporation”) re-elected Larry B. Porcellato as an independent Chairman of the Board for a term of one year, commencing May 7, 2019, or until his replacement is elected. For his services as Chairman, Mr. Porcellato will receive an annual retainer of $75,000 in stock and $50,000 in cash in addition to the annual retainer paid to Mr. Porcellato as a member of the Board. Mr. Porcellato currently is a member of the Audit Committee of the Board and has been a Director of the Corporation since 2004.

Item 5.07 Submission of Matters to a Vote of Security Holders.

At the 2019 Annual Meeting of Shareholders, the proposals listed below were submitted to a vote of the shareholders. The proposals are described in the definitive proxy statement filed with the Securities and Exchange Commission on March 22, 2019 (the “Proxy Statement”). As of March 8, 2019, the record date for the 2019 Annual Meeting, there were 43,562,022 outstanding shares of Common Stock eligible to vote, and 39,041,911 shares were present in person or represented by proxy at the 2019 Annual Meeting.>

Proposal No. 1 – Election of Directors. The Corporation’s shareholders approved three nominees, Jeffrey D. Lorenger, Larry B. Porcellato and Abbie J. Smith for election to the Board for a term expiring at the Corporation’s 2022 Annual Meeting of Shareholders and one nominee, Mary K.W. Jones, for election to the Board for a term expiring at the Corporation’s 2021 Annual Meeting, with votes as follows:

The Corporation’s other Directors: (i) Miguel M. Calado, Cheryl A. Francis, John R. Hartnett and Brian E. Stern continue to serve as directors for terms ending at the Corporation’s 2020 Annual Meeting of Shareholders; and (ii) Mary A. Bell and Ronald V. Waters continue to serve as directors for terms ending at the Corporation’s 2021 Annual Meeting of Shareholders.

Proposal No. 2 – Ratification of KPMG LLP as the Corporation’s Independent Registered Public Accountant for Fiscal 2019. The Corporation’s shareholders ratified the selection of KPMG LLP as the Corporation’s independent registered public accountant for the fiscal year ending December 28, 2019 with votes as follows:

Proposal No. 3 – Advisory Vote to Approve Named Executive Officer Compensation. The Corporation’s shareholders approved, on an advisory basis, the compensation awarded by the Corporation to its Named Executive Officers as disclosed in the Proxy Statement with votes as follows:

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.