Hni Corp 8-K, filed Jun 25, 2024
Hni Corp (HNI)
8-K
2024-06-25
For: 2024-06-25
View Original
Added on
April 10, 2026
About this 8-K
Hni Corp filed this 8-K on June 25, 2024.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 9.01: Financial statements and exhibits
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): June 25, 2024
Commission File Number: 1-14225
| (State of incorporation) | (IRS Employer Identification No.) | |||||||
(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 (17 CFR 230.425) | |||||||||||||||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||||||||||||||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||||||||||||||
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (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 | |||||||||||||||
| 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 June 25, 2024, the Board of Directors of HNI Corporation (the “Corporation”) elected David Roberts as a director of the Corporation, to serve an initial term expiring at the Corporation’s 2025 annual meeting of shareholders. Effective as of June 25, 2024, Mr. Roberts will serve as a member of the Board’s Public Policy and Governance Committee. The Board has determined Mr. Roberts qualifies as an independent director under the New York Stock Exchange independence standards and the independent standards established in the Corporation’s Corporate Governance Guidelines. Following Mr. Robert’s election, the Board of Directors consists of eleven directors, including ten directors who meet the foregoing independence standards and the Chief Executive Officer of the Corporation.
Mr. Roberts, age 53, is the President and Chief Executive Officer for Verra Mobility Corporation, a global leader in smart mobility technologies. The press release announcing Mr. Roberts’ election is filed as Exhibit 99.1 to this report.
For his service on the Board, Mr. Roberts will receive the same compensation as other non-employee members of the Board, as described in the Corporation’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on March 19, 2024.
There is no arrangement or understanding between Mr. Roberts and any other person pursuant to which he was selected as a director, and there are no transactions with respect to related persons involving Mr. Robert.
| Item 9.01 | Financial Statements and Exhibits | ||||
(d) Exhibits
| Exhibit No. | Description | ||||
| 99.1 | |||||
| 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: | June 25, 2024 | By: | /s/ Steven M. Bradford | |||||||||||
| Steven M. Bradford Senior Vice President, General Counsel, and Secretary | ||||||||||||||
HNI Corporation 600 East Second Street, Muscatine, Iowa 52761, Tel 563 272 7400, Fax 563 272 7347, www.hnicorp.com
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 (June 25, 2024) – HNI Corporation (NYSE: HNI) announced the election of David Roberts to the Corporation’s Board of Directors.
Mr. Roberts is the President and Chief Executive Officer, since 2018, of Verra Mobility Corporation (NASDAQ: VRRM), a global leader in smart mobility technologies. He joined Verra Mobility in 2014 as its Chief Operating Officer. Mr. Roberts brings to the Board expertise in technology, innovation, finance, entrepreneurship, strategy, and general management developed over a 30-year career. He will join the Board’s Public Policy and Corporate Governance Committee.
“We are delighted to welcome David to our Board of Directors,” said Jeff Lorenger, Chairman, President, and Chief Executive Officer, HNI Corporation. “He has deep technology, and innovation 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 am excited and honored to join the Board of Directors of HNI Corporation. HNI’s recent momentum is impressive and I look forward to engaging with the other Board members and the Corporation’s leadership as we continue this growth journey,” said Mr. Roberts.
Following Mr. Robert’s election, the Board of Directors of HNI has eleven directors – ten independent outside directors and the Chief Executive Officer of the Corporation.
About HNI Corporation
HNI Corporation (NYSE: HNI) has been improving where people live, work, and gather for more than 75 years. 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.