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
Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers.
Lead Director
On May 9, 2017, the Board of Directors (the Board) of HNI
Corporation (the Corporation) elected Larry B. Porcellato as Lead
Director of the Corporation for a term of one (1) year, commencing
May 9, 2017, or until his replacement is elected. For his services
as Lead Director, Mr. Porcellato will receive an annual retainer of
$19,000 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.
Corporation (the Corporation) elected Larry B. Porcellato as Lead
Director of the Corporation for a term of one (1) year, commencing
May 9, 2017, or until his replacement is elected. For his services
as Lead Director, Mr. Porcellato will receive an annual retainer of
$19,000 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.
HNI Corporation Compensation Plans
At the Corporations annual meeting of shareholders on May 9, 2017
(the 2017 Annual Meeting), the Corporations shareholders approved
the HNI Corporation 2017 Stock-Based Compensation Plan (the Stock
Plan), the 2017 Equity Plan for Non-Employee Directors of HNI
Corporation (the Non-Employee Director Equity Plan) and the HNI
Corporation Members Stock Purchase Plan (the MSPP and together with
the Stock Plan and the Non-Employee Director Equity Plan, the
Plans). The Plans were approved by the Board on February 15, 2017.
(the 2017 Annual Meeting), the Corporations shareholders approved
the HNI Corporation 2017 Stock-Based Compensation Plan (the Stock
Plan), the 2017 Equity Plan for Non-Employee Directors of HNI
Corporation (the Non-Employee Director Equity Plan) and the HNI
Corporation Members Stock Purchase Plan (the MSPP and together with
the Stock Plan and the Non-Employee Director Equity Plan, the
Plans). The Plans were approved by the Board on February 15, 2017.
2017 Stock-Based Compensation Plan
The Stock Plan permits the Corporation to issue to its members
(i.e., employees), including the Corporations executive officers,
stock-based compensation awards in the form of stock options, stock
appreciation rights, restricted stock, restricted stock units,
deferred stock units, performance share awards, stock grant awards
and dividend equivalent awards. The Board has reserved 3,400,000
shares of the Corporations common stock, par value $1.00 per share
(Common Stock), for issuance under the Stock Plan.
(i.e., employees), including the Corporations executive officers,
stock-based compensation awards in the form of stock options, stock
appreciation rights, restricted stock, restricted stock units,
deferred stock units, performance share awards, stock grant awards
and dividend equivalent awards. The Board has reserved 3,400,000
shares of the Corporations common stock, par value $1.00 per share
(Common Stock), for issuance under the Stock Plan.
The terms of the Stock Plan are consistent with the terms of the
HNI Corporation 2007 Stock-Based Compensation Plan, as amended,
which expired on May 7, 2017.
HNI Corporation 2007 Stock-Based Compensation Plan, as amended,
which expired on May 7, 2017.
A description of the Stock Plan is set forth under Proposal No. 5
Approval of the HNI Corporation 2017 Stock-Based Compensation Plan
in the Corporations definitive proxy statement filed with the
Securities and Exchange Commission (SEC) on March 24, 2017 (as
supplemented, the Proxy Statement), and is incorporated herein by
reference.
Approval of the HNI Corporation 2017 Stock-Based Compensation Plan
in the Corporations definitive proxy statement filed with the
Securities and Exchange Commission (SEC) on March 24, 2017 (as
supplemented, the Proxy Statement), and is incorporated herein by
reference.
The foregoing description of the Stock Plan is qualified in its
entirety by reference to the full text of the Stock Plan, which is
incorporated by reference as Exhibit 10.1 to this Current Report,
by reference to the Corporations registration statement on Form
S-8, filed May 9, 2017>(the Registration Statement).>
entirety by reference to the full text of the Stock Plan, which is
incorporated by reference as Exhibit 10.1 to this Current Report,
by reference to the Corporations registration statement on Form
S-8, filed May 9, 2017>(the Registration Statement).>
2017 Equity Plan for Non-Employee Directors
The Non-Employee Director Equity Plan permits the Corporation to
issue to its non-employee directors stock options, shares of
restricted stock of the Corporation and stock grant awards. The
Non-Employee Director Equity Plan also permits non-employee
directors to elect to receive all or a portion of their annual
retainers, meeting fees and other amounts payable to such director
by the Corporation for services performed as a non-employee
director in the form of shares of Common Stock. There are 300,000
shares of Common Stock reserved for issuance under the Non-Employee
Director Equity Plan.
issue to its non-employee directors stock options, shares of
restricted stock of the Corporation and stock grant awards. The
Non-Employee Director Equity Plan also permits non-employee
directors to elect to receive all or a portion of their annual
retainers, meeting fees and other amounts payable to such director
by the Corporation for services performed as a non-employee
director in the form of shares of Common Stock. There are 300,000
shares of Common Stock reserved for issuance under the Non-Employee
Director Equity Plan.
The terms of the Non-Employee Director Equity Plan are consistent
with the terms of the 2007 Equity Plan for Non-Employee Directors
of HNI Corporation, as amended, which expired on May 7, 2017.
with the terms of the 2007 Equity Plan for Non-Employee Directors
of HNI Corporation, as amended, which expired on May 7, 2017.
A description of the Non-Employee Director Equity Plan is set forth
under Proposal No. 6 Approval of the 2017 Equity Plan for
Non-Employee Directors of HNI Corporation in the Proxy Statement
and is incorporated herein by reference.
under Proposal No. 6 Approval of the 2017 Equity Plan for
Non-Employee Directors of HNI Corporation in the Proxy Statement
and is incorporated herein by reference.
The foregoing description of the>Non-Employee Director Equity
Plan>is qualified in its entirety by reference to the full text
of the Non-Employee Director Equity Plan, which is incorporated by
reference as Exhibit 10.2 to this Current Report,>by reference
to the Registration Statement.>
Plan>is qualified in its entirety by reference to the full text
of the Non-Employee Director Equity Plan, which is incorporated by
reference as Exhibit 10.2 to this Current Report,>by reference
to the Registration Statement.>
Members Stock Purchase Plan
There are 800,000 shares of Common Stock reserved for issuance to
the Corporations members under the MSPP. Any person who is employed
by the Corporation or a subsidiary and who customarily works 20
hours or more per week, and who customarily works for five months
or more in any calendar year is eligible to participate in the
MSPP.
the Corporations members under the MSPP. Any person who is employed
by the Corporation or a subsidiary and who customarily works 20
hours or more per week, and who customarily works for five months
or more in any calendar year is eligible to participate in the
MSPP.
The terms of the MSPP are consistent with the terms of the
Corporations 2002 Members’ Stock Purchase Plan, which the MSPP has
replaced.
Corporations 2002 Members’ Stock Purchase Plan, which the MSPP has
replaced.
A description of the MSPP is set forth under Proposal No. 7
Approval of the HNI Corporation Members Stock Purchase Plan in the
Proxy Statement and is incorporated herein by reference.
Approval of the HNI Corporation Members Stock Purchase Plan in the
Proxy Statement and is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
At the 2017 Annual Meeting, the proposals listed below were
submitted to a vote of the shareholders. The proposals are
described in the Proxy Statement. As of March 10, 2017, the record
date for the 2017 Annual Meeting, there were 44,092,971 outstanding
shares of Common Stock eligible to vote, and 40,179,912 shares were
present in person or represented by proxy at the 2017 Annual
Meeting.>
submitted to a vote of the shareholders. The proposals are
described in the Proxy Statement. As of March 10, 2017, the record
date for the 2017 Annual Meeting, there were 44,092,971 outstanding
shares of Common Stock eligible to vote, and 40,179,912 shares were
present in person or represented by proxy at the 2017 Annual
Meeting.>
Proposal No. 1 Election of Directors. The Corporations shareholders
approved four nominees, Miguel M. Calado, Cheryl A. Francis, John
R. Hartnett and Brian E. Stern, for election to the Board for a
term expiring at the Corporations 2020 Annual Meeting of
Shareholders and one nominee, Larry B. Porcellato, for election to
the Board for a term expiring at the Corporations 2019 Annual
Meeting, with votes as follows:
approved four nominees, Miguel M. Calado, Cheryl A. Francis, John
R. Hartnett and Brian E. Stern, for election to the Board for a
term expiring at the Corporations 2020 Annual Meeting of
Shareholders and one nominee, Larry B. Porcellato, for election to
the Board for a term expiring at the Corporations 2019 Annual
Meeting, with votes as follows:
|
Director
|
% For
|
For
|
Against
|
Abstain
|
Broker
Non-Votes
|
|
Miguel M. Calado
|
98.33%
|
34,689,504
|
588,919
|
183,155
|
4,718,334
|
|
Cheryl A. Francis
|
99.34%
|
35,055,925
|
234,236
|
171,417
|
4,718,334
|
|
John R. Hartnett
|
99.10%
|
34,963,323
|
317,068
|
181,187
|
4,718,334
|
|
Larry B. Porcellato
|
98.78%
|
34,857,514
|
429,495
|
174,569
|
4,718,334
|
|
Brian E. Stern
|
98.45%
|
34,728,779
|
545,330
|
187,469
|
4,718,334
|
Percentage of votes cast, which excludes abstentions (in
accordance with Iowa law) and broker non-votes.
The Corporations other Directors: (i) Stan A. Askren, Mary A.
Bell and Ronald V. Waters, III continue to serve as directors for
terms ending at the Corporations 2018 Annual Meeting of
Shareholders; and (ii) Mary K.W. Jones and Abbie J. Smith
continue to serve as directors for terms ending at the
Corporations 2019 Annual Meeting of Shareholders.
Proposal No. 2 Ratification of KPMG LLP as the Corporations
Independent Registered Public Accountant for Fiscal 2017. The
Corporations shareholders ratified the selection of KPMG LLP as
the Corporations independent registered public accountant for the
fiscal year ending December 30, 2017 with votes as follows:
|
% For
|
For
|
Against
|
Abstain
|
Broker Non-Votes
|
|
99.19%
|
39,709,085
|
235,148
|
235,679
|
-0-
|
Percentage of votes cast, which excludes abstentions (in
accordance with Iowa law).
Proposal No. 3 Advisory Vote to Approve Named Executive Officer
Compensation. The Corporations 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:
|
% For
|
For
|
Against
|
Abstain
|
Broker Non-Votes
|
|
97.48%
|
34,282,857
|
885,181
|
293,540
|
4,718,334
|
Percentage of votes cast, which excludes abstentions (in
accordance with Iowa law) and broker non-votes.
Proposal No. 4 Advisory Vote on Frequency of Future Advisory
Votes on Named Executive Officer Compensation. The Corporations
shareholders approved, on an advisory basis, an annual advisory
vote on Named Executive Officer compensation with votes as
follows:
|
1 Year
|
2 Years
|
3 Years
|
Abstain
|
Broker Non-Votes
|
|
29,083,384
|
451,551
|
5,557,969
|
368,674
|
-0-
|
|
82.88%
|
1.29%
|
15.84%
|
|
|
Percentage of votes cast, which excludes abstentions (in
accordance with Iowa law) and broker non-votes.
Proposal No. 5 Approval of the HNI Corporation 2017 Stock-Based
Compensation Plan. The Corporations shareholders approved the
Stock Plan with votes as follows:
|
% For
|
For
|
Against
|
Abstain
|
Broker Non-Votes
|
|
94.77%
|
33,609,972
|
1,575,601
|
276,005
|
4,718,334
|
Percentage of votes cast, which includes abstentions to the NYSE
Listed Company Manual but excludes broker non-votes.
Proposal No. 6 Approval of the 2017 Equity Plan for Non-Employee
Directors of HNI Corporation. The Corporations shareholders
approved the Non-Employee Director Equity Plan with votes as
follows:
|
% For
|
For
|
Against
|
Abstain
|
Broker Non-Votes
|
|
96.47%
|
34,210,918
|
946,916
|
303,744
|
4,718,334
|
Percentage of votes cast, which includes abstentions to the NYSE
Listed Company Manual but excludes broker non-votes.
Proposal No. 7 Approval of the HNI Corporation Members Stock
Purchase Plan. The Corporations shareholders approved the>MSPP
with votes as follows:
|
% For
|
For
|
Against
|
Abstain
|
Broker Non-Votes
|
|
98.50%
|
34,931,503
|
275,863
|
254,212
|
4,718,334
|
Percentage of votes cast, which includes abstentions to the NYSE
Listed Company Manual but excludes broker non-votes.
Item 9.01 Financial Statements and Exhibits.
The following exhibits are filed as part of this Current Report
on Form 8-K.
Exhibit No. Description
|
10.1
|
|
HNI Corporation 2017 Stock-Based Compensation Plan
(incorporated by reference from Exhibit 4.3 to the Corporations Form S-8 filed on May 9, 2017) |
|
10.2
|
|
2017 Equity Plan for Non-Employee Directors of HNI
Corporation (incorporated by reference from Exhibit 4.4 to the Corporations Form S-8 filed on May 9, 2017) |
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. HNI Corporation (NYSE:HNI) Recent Trading Information
HNI Corporation (NYSE:HNI) closed its last trading session down -1.33 at 43.08 with 154,551 shares trading hands.
