Interface Inc 8-K/A, filed Mar 2, 2020
Interface Inc (TILE)
8-K/A
2020-03-02
For: 2020-02-28
View Original
Added on
April 08, 2026
About this 8-K/A
Interface Inc filed this 8-K/A on March 2, 2020, reporting on events of February 28, 2020.
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/A
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): March 2, 2020 (February 28, 2020 )
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Explanatory Note
This Amendment No. 1 on Form 8-K/A (this “Amendment”) is being filed to provide supplemental information regarding Mr. Andrew Cogan’s conditional resignation from the Board of Directors of Interface, Inc. (the “Company”) originally disclosed in the Company’s Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on July 30, 2019 (the “Original 8-K”).
Unless otherwise disclosed herein, the disclosures contained herein have not been updated to reflect events, results or developments that have occurred after the filing of the Original 8-K, or to modify or update those disclosures affected by subsequent events unless otherwise indicated in this Amendment. This Amendment should be read in conjunction with the Original 8-K and the Company’s filings made with the SEC subsequent to the Original 8-K, including any amendments to those filings.
Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
As disclosed in the Company’s Current Report on Form 8-K filed with the SEC on May 16, 2019 and in the Original 8-K, Mr. Cogan had more votes withheld from reelection than he received in favor of his reelection at the Company’s 2019 annual meeting of shareholders. In accordance with the Company’s Majority Voting Director Resignation Policy, Mr. Cogan promptly tendered his resignation from the Company’s Board of Directors, conditioned upon the Board’s acceptance of such resignation.
As explained in the Original 8-K, the Nominating and Governance Committee of the Board concluded that the underlying reason for Mr. Cogan not receiving a majority affirmative vote was due to certain institutional shareholder and proxy advisory firm voting guidelines (of general applicability, without regard to Mr. Cogan individually) against “overboarding”-that is, against directors serving on too many boards of directors simultaneously. Mr. Cogan was a member of the boards of three companies, including the Company and Knoll, Inc., where Mr. Cogan also serves as chief executive officer.
Upon the recommendation of the Nominating and Governance Committee, on July 24, 2019, the Board accepted Mr. Cogan’s conditional resignation on a delayed basis effective as of February 28, 2020, unless, by that date, Mr. Cogan reduced the number of public company boards on which he served such that, by that date, he sat on only one public company board in addition to the board of directors of Knoll, Inc., in which case the conditional resignation would be deemed rejected.
As of February 28, 2020, Mr. Cogan had not so reduced his board memberships; consequently, his resignation from the Board of Directors of the Company was effective February 28, 2020.
Item 9.01 Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired.
None.
(b) Pro Forma Financial Information.
None.
(c) Shell Company Transactions.
None.
(d) Exhibits.
Exhibit No. | Description |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
INTERFACE, INC. | |
By: | /s/ David B. Foshee |
David B. Foshee | |
Vice President | |
Date: March 2, 2020 | |