8-K - HOFT - Equibles

UNITED

STATES

SECURITIESAND EXCHANGE COMMISSION****Washington, D.C. 20549

FORM

8-K

**CurrentReportPursuant to Section 13 or 15(**d) ofthe Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):June 3, 2025

HOOKER FURNISHINGS CORPORATION

(Exact name of registrant as specified in its charter)

Virginia	000-25349	54-0251350
(State or other jurisdiction of	(Commission File No.)	(I.R.S. Employer
incorporation or organization)		Identification No.)

440 East Commonwealth Boulevard,<br><br> Martinsville, Virginia	24112	(276) 632-2133
(Address of principal executive offices)	(Zip Code)	(Registrant’s telephone number,<br><br> including area code)

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. below):

☐	Written<br>communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting<br>material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐	Pre-commencement<br>communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐	Pre-commencement<br>communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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, no par value	HOFT	NASDAQ Global Select Market

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 5.07. Submission ofMatters to a Vote of Security Holders.

At the Annual Meeting of Shareholders of Hooker Furnishings Corporation (the “Company”) held on June 3, 2025, shareholders voted on the matters described below:

1.	The Company’s shareholders elected each of the following<br>eight directors to serve a one-year term on the Company’s Board of Directors by the following vote:
	Votes		Votes		Broker
---	---	---	---	---	---	---
Director	For		Withheld		Non-votes
W. Christopher Beeler, Jr.		7,218,976		1,233,519		927,972
Maria C. Duey		8,220,148		232,347		927,972
Paulette Garafalo		7,859,697		592,798		927,972
Christopher L. Henson		8,280,110		172,385		927,972
Jeremy R. Hoff		8,264,381		188,114		927,972
Paul A. Huckfeldt		8,207,496		244,999		927,972
Tonya H. Jackson		7,831,918		620,577		927,972
Ellen C. Taaffe		7,861,990		590,505		927,972
2.	The Company’s shareholders ratified the selection of KPMG LLP as the Company’s independent<br>registered public accounting firm for the fiscal year ending February 1, 2026 by the following vote:
---	---
Votes For	Votes Against	Abstain	Broker Non-votes
---	---	---	---
9,113,838	260,546	6,082	-
3.	The Company’s shareholders approved, on an advisory basis, the compensation of its named executive<br>officers as disclosed in the Company’s Proxy Statement for the Annual Meeting. The proposal was approved by the following vote:
---	---
Votes For	Votes Against	Abstain	Broker Non-votes
---	---	---	---
7,708,036	727,837	16,622	927,972

Signature

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.

HOOKER FURNISHINGS CORPORATION
By:	/s/ C. Earl Armstrong III
	C. Earl Armstrong III
	Chief Financial Officer and
	Senior Vice-President – Finance and Accounting

Date: June 9, 2025