8-K
HNI CORP (HNI)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 13, 2022
Commission File Number: 1-14225
HNI Corporation
| Iowa | 42-0617510 |
|---|---|
| (State of incorporation) | (IRS Employer Identification No.) |
600 East Second Street
P. O. Box 1109
Muscatine, Iowa 52761-0071
(563) 272-7400
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act<br>(17 CFR 230.425) | |||
|---|---|---|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act<br>(17 CFR 240.14a-12) | |||
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act<br>(17 CFR 240.14d-2(b)) | |||
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act<br>(17 CFR 240.13e-4(c)) | |||
| Securities registered pursuant to Section 12(b) of the Act: | ||||
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Common Stock | HNI | New York Stock Exchange | ||
| Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). | ||||
| Emerging growth company | ☐ | |||
| If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ |
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On September 13, 2022, the Board of Directors of HNI Corporation (the “Corporation”) elected Patrick D. Hallinan as a director of the Corporation, to serve an initial term expiring at the Corporation’s 2024 annual meeting of shareholders. Effective immediately, Mr. Hallinan will serve as a member of the Board’s Audit Committee. The Board has determined Mr. Hallinan qualifies as an independent director under the New York Stock Exchange independence standards and the Corporation’s categorical independence standards. Following Mr. Hallinan’s election, the Board of Directors consists of ten directors – nine independent outside directors and the Chief Executive Officer of the Corporation.
Mr. Hallinan, 54, is the Senior Vice President and Chief Financial Officer for Fortune Brands Home & Security Inc. The press release announcing Mr. Hallinan’s election is attached as Exhibit 99.1 and is filed herewith.
For his service on the Board, Mr. Hallinan will receive the same compensation as other non-management members of the Board, as outlined in the Corporation’s definitive proxy statement filed with the Securities and Exchange Commission on April 1, 2022.
There is no arrangement or understanding between Mr. Hallinan and any other person pursuant to which he was selected as a director, there are no family relationships between Mr. Hallinan and any director or executive officer of the Corporation, and there are no related party transactions involving Mr. Hallinan.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| Exhibit No. | Description |
|---|---|
| 99.1 | Press Release of HNI Corporation dated as of September 15, 2022 |
| 104 | Cover Page Interactive Data File |
.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| HNI CORPORATION | |||
|---|---|---|---|
| Date: | September 15, 2022 | By: | /s/ Steven M. Bradford |
| Steven M. Bradford<br>Senior Vice President, General Counsel and Secretary |
Document
News Release
For Information Contact:
Marshall H. Bridges, Senior Vice President and Chief Financial Officer (563) 272-7400
Matthew S. McCall, Vice President, Investor Relations and Corporate Development (563) 275-8898
HNI CORPORATION ELECTS NEW DIRECTOR
MUSCATINE, Iowa (September 15, 2022) – HNI Corporation (NYSE: HNI) announced the election of Patrick D. Hallinan to the Corporation’s Board of Directors.
Mr. Hallinan is the Senior Vice President and Chief Financial Officer of Fortune Brands Home & Security Inc., an industry-leading home and security products company. Prior to taking the role of CFO in 2017, Mr. Hallinan served as Senior Vice President, Finance, and in other finance and business roles at Fortune Brands. Mr. Hallinan brings to the Board expertise in finance, strategy, and general management developed over a 30-year career. He will join the Board’s Audit Committee.
“We are delighted to welcome Pat to our Board of Directors,” said Jeff Lorenger, Chairman, President, and Chief Executive Officer, HNI Corporation. “He has deep financial leadership experience, and also brings impressive strategic business management skills that will add tremendous value to HNI as we continue to pursue our strategies focused on long-term profitable growth.”
“I’m excited and honored to join the Board of Directors of HNI Corporation,” said Pat Hallinan. “I look forward to engaging with the other Board members and the Corporation’s leadership.”
Following Mr. Hallinan’s election, the Board of Directors of HNI has ten directors – nine independent outside directors and the Chief Executive Officer of the Corporation.
About HNI Corporation
HNI Corporation (NYSE: HNI) is a manufacturer of workplace furnishings and residential building products, operating under two segments. The Workplace Furnishings segment is a leading global designer and provider of commercial furnishings, going to market under multiple unique brands. The Residential Building Products segment is the nation's leading manufacturer and marketer of hearth products, which include a full array of gas, electric, wood, and pellet-burning fireplaces, inserts, stoves, facings, and accessories. More information can be found on the Corporation's website at www.hnicorp.com.