| UNITED STATES |
| SECURITIES AND EXCHANGE COMMISSION |
| Washington, D.C. 20549 |
| SCHEDULE 14A INFORMATION |
| Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 |
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| HNI CORPORATION |
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HNI CORPORATION
600 EAST SECOND STREET
MUSCATINE, IOWA 52761
563-272-7400
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
The 20182019 Annual Meeting of Shareholders of HNI Corporation will be held at HNI Corporate Headquarters, 600 East Second Street, Muscatine, Iowa, on Tuesday, May 8, 2018,7, 2019, beginning at 10:30 a.m. (Central Daylight Time), for the purposes of:
| 1. | Electing the |
| 2. | Ratifying the Audit Committee's selection of KPMG LLP as the Corporation's independent registered public accountant for the fiscal year ending December |
| 3. | Holding an advisory vote to approve named executive officer compensation; and |
| 4. | Transacting any other business properly brought before the meeting or any adjournment or postponement. |
The holders of record of HNI Corporation common stock, par value $1.00 per share, as of the close of business on March 9, 2018,8, 2019, are entitled to vote at the meeting.
You are encouraged to attend the meeting.
By Order of the Board of Directors,
Steven M. Bradford
Senior Vice President, General Counsel and Secretary
March 23, 201822, 2019
TABLE OF CONTENTS
DEADLINE FOR SHAREHOLDER PROPOSALS FOR THE | ||
i
HNI Corporation
600 East Second Street
Muscatine, Iowa 52761
PROXY STATEMENT
FOR ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 8, 20187, 2019
GENERAL INFORMATION
Who can attend and vote at the Meeting?
Shareholders of record as of the close of business on March 9, 20188, 2019 (the "Record Date") are entitled to attend and vote at the Meeting. Each share of the Corporation's common stock, par value $1.00 per share ("Common Stock"), is entitled to one vote on all matterseach matter to be voted on at the Meeting and can be voted only if the shareholder of record is present to vote or is represented by proxy. The proxy card provided with this Proxy Statement indicates the number of shares of Common Stock you own and are entitled to vote at the Meeting.
What constitutes a quorum at the Meeting?
The presence at the Meeting, in person or represented by proxy, of the holders of a majority of the outstanding shares of Common Stock ("Outstanding Shares") on the Record Date will constitute a quorum. On the Record Date, there were 43,442,70743,562,022 Outstanding Shares. To determine whether a quorum exists, proxies received but marked "abstain" and so-called "broker non-votes" (described on the following page) will be counted as present.
What will I be voting on?
Election of each of the threefour nominees for Director named on page 5 4of this Proxy Statement under "Proposal No. 1 – Election of Directors."
Ratification of the Audit Committee's selection of KPMG LLP as the Corporation's independent registered public accountant for the fiscal year ending December 29, 201828, 2019 ("Fiscal 2018"2019"), as described on page 1413 of this Proxy Statement under "Proposal No. 2 – Ratification of Audit Committee's Selection of KPMG LLP as the Corporation's Independent Registered Public Accountant for Fiscal 2018.2019."
| • | Adoption of an advisory resolution approving the compensation of the Corporation's named executive officers as described on page 38 of this Proxy Statement under "Proposal No. 3 – Advisory Vote to Approve Named Executive Officer Compensation." |
Why am I receiving my proxy materials electronically instead of receiving paper copies through the mail?
In accordance with SEC rules, instead of mailing a printed copy of our proxy materials to all of our shareholders, we have elected to furnish proxy materials to shareholders via the Internet. This supports our on-going commitment to sustainability by reducing costs associated with mailing proxy materials.
On or about March 22, 2019, we mailed to our shareholders of record (other than those who previously requested electronic delivery) a Notice of Internet Availability of Proxy Materials (the "Notice") containing instructions on how to access the proxy materials online and how to vote your shares after you have viewed our proxy materials. The Notice also contains instructions on how to request to receive a set of the Corporation's named executive officers as describedproxy materials for the Meeting by mail or electronically by email, in either case free of charge, and how to request future proxy materials be sent by mail or electronically by email. If you received the Notice, you will not receive a printed copy of the proxy materials unless you request one by following the instructions on page 38 of this Proxy Statement under "Proposal No. 3 – Advisory Vote to Approve Named Executive Officer Compensation."the Notice.
How do I vote?
You may vote your shares via a toll-free telephone number or over the instructions on your enclosedInternet. If you received a paper copy of the proxy card by mail, you may vote by signing, dating and mailing the proxy card in the envelope provided. Instructions regarding these three methods of voting are contained in the Notice and the proxy card. TelephoneThe telephone and Internet voting is available to all registered and most beneficial holders.facilities for shareholders will close at 11:59 p.m. Eastern Daylight Time on May 6, 2019. If you vote by mail, it must be received by May 6, 2019.
If your shares of Common Stock are held for you as the beneficial owner through a broker, trustee or other nominee (such as a bank) in "street name," rather than held directly in your name, please refer to the information provided by your bank, broker or other holder of record to determine the options available to you.
If you sign, date and return the proxy card but do not specify how your shares are to be voted, then your proxy will vote your shares "FOR" all proposals, "FOR" election of each nominee for Director, and in your proxy's discretion as to any other business which may properly come before the Meeting.
What discretion does my broker, trustee or other nominee have to vote my shares of Common Stock held in "street name"?
A broker, trustee or other nominee holding your shares of Common Stock in "street name" must vote those shares according to specific instructions it receives from you. New York Stock Exchange ("NYSE") rules determine the proposals on which brokers may not vote without specific instructions from you ("Non-Routine Proposals"). Your shares will not be voted on any Non-Routine Proposal if you do not provide voting instructions, giving rise to what is called a "broker non-vote." Shares represented by broker non-votes will be counted as present for purposes of determining a quorum.
It is important, if you hold shares in "street name," that you provide specific voting instructions to your broker, trustee or other nominee or your shares will not be voted with respect to Proposal Nos. 1 and 3 because they are Non-Routine Proposals for which your broker, trustee or other nominee may not vote your shares in its discretion.
Can I change or revoke my vote or revoke my proxy?
Yes. You may change your vote at any time before the proxy is voted at the Meeting. For shareholders of record, if you voted your proxy card by mail, you may revoke your proxy at any time before it is voted by executing and delivering a timely and valid later-dated proxy, by voting by ballot at the Meeting or by giving written notice to HNI's Corporate Secretary. If you voted via the Internet or by telephone you may also change your vote with a timely and valid later-dated Internet or telephone vote, as the case may be, or by voting by ballot at the Meeting. Attendance at the Meeting will not revoke a proxy unless (a) you give proper written notice of revocation to the Secretary before the proxy is exercised or (b) you vote by ballot at the Meeting. Once voting is completed at the Meeting, you will not be able to revoke your proxy or change your vote.
If your shares are held in "street name," you must follow the specific voting directions provided to you by your broker, trustee or other nominee to change or revoke any instructions you have already provided.
How do I vote my shares in the Corporation's retirement plan?
If you participate in the Corporation's retirement plan, the proxy card you receive will also include Common Stock allocated to your account. Properly completed and signed proxy cards, including telephone and Internet voting, will serve to instruct the plan trustee on how to vote any shares allocated to your account and a portion of all shares as to which no instructions have been received (the "undirected shares") from plan participants. The proportion of the undirected shares to which your instructions will apply will be equal to the proportion of the shares to which the trustee receives instructions represented by your shares.
How is the Corporation soliciting proxies?
The Corporation bears the cost of preparing, assembling and mailing the proxy materials related to the solicitation of proxies by and on behalf of the Board. In addition to the use of the mail, certain of the Corporation's officers may, without additional compensation, solicit proxies in person, by telephone or through other means of communication. The Corporation will bear the cost of this solicitation.
How will my vote get counted?
Broadridge Financial Solutions ("Broadridge") will use an automated system to tabulate the votes and will serve as the Inspector of Election.
Is my vote confidential?
Proxy instructions, ballots and voting tabulations identifying individual shareholders are handled in a manner to protect your voting privacy. Your vote will not be disclosed either within the Corporation or to third parties, except:
as necessary to meet applicable legal requirements;
to allow for the tabulation of votes and certification of the vote; and
to facilitate a successful proxy solicitation.
Occasionally, shareholders provide written comments on their proxy cards, which may be forwarded to the Corporation's management.
How do I get to the Meeting location?
The Meeting will be held at HNI Corporate Headquarters, 600 East Second Street, Muscatine, Iowa. If driving to the Meeting from Quad City International Airport, from the main exit traffic light go straight onto I-74 to I-280, turn right (cloverleaf) onto I-280 West, drive approximately 11 miles crossing the Baker Bridge, take the second exit in Iowa (Exit 6 –- Muscatine),
at the traffic light turn left (west) onto Highway 61 South, continue approximately 22 miles to Muscatine, continue on HwyHighway 61 bypass, turn left (south) at the traffic light onto Park Avenue, veer right at the stop sign at the five-way stop onto Second Street, HNI Corporate Headquarters is approximately one mile on the left. If driving to the Meeting on I-80, take Exit 271 (Hwy(Highway 38 South), drive approximately 12 miles, proceed through the major intersection of HwyHighway 38 and HwyHighway 61, continue on Park Avenue, veer right at the stop sign at the five-way stop onto Second Street, HNI Corporate Headquarters is approximately one mile on the left.
Where can I find the voting results of the Meeting?
The Corporation intends to announce preliminary voting results at the Meeting and will publish final results onin a Current Report on Form 8-K, which will be filed with the SEC within four business days after the Meeting and available on the Corporation's website.
The Amended and Restated By-laws, as amended, of HNI Corporation (the "By-laws") currently provide for ten Directors and the Board currently consists of ten Directors. Nine of the ten Directors are independent Directors as further discussed on page 7 of this Proxy Statement under "Corporate Governance and Board Matters – Director Independence." Stan A. Askren, Chairman,Jeffrey D. Lorenger, President and Chief Executive Officer ("CEO") of the Corporation, is the only Director employed by the Corporation and is not independent under the NYSE listing standards or the Corporation's categorical independence standards (the "Categorical Standards").
The Board is divided into three classes. Generally, one class is elected each year for a term of three years. The terms of the threefour nominees, all of whom are current Directors, expire in 2018. If elected, the2019. The Board has nominated three Board-nominatedDirector candidates, wouldJeffrey D. Lorenger, Larry B. Porcellato and Abbie J. Smith, each to serve a three-year term expiring at the Corporation'sCorporation’s 2022 annual meeting of shareholders. In order to balance the number of Directors in each class as required by the Corporation’s By-laws (the "By-laws") and Iowa law, the Board has nominated one Director, Mary K.W. Jones, to serve a two-year term expiring at the Corporation’s 2021 annual meeting of shareholders.
The Board has adopted guidelines for identifying and evaluating candidates for Director. Under those guidelines, the Corporation's Public Policy and Corporate Governance Committee (the "Governance Committee") takes into account a number of factors when identifying potential nominees, including: possession of desired skills experience and abilities identified by the Governance Committee; ability to communicate ideas and contribute to Board deliberations; independence from management; diversity;diversity of perspectives derived from experiences, attributes and backgrounds; judgment, integrity and reputation; existing commitments to other businesses; potential conflicts of interest with other pursuits; andlegal constraints. Although the Corporation has no specific policy on diversity, the guidelines broadly define diversity to include factors such as age, race, gender, education, ethnicity, career experience and personality; understanding of and experiences in manufacturing, distribution, technology, finance and marketing; and international experience and culture. The Governance Committee reviews these factors and others considered useful by the Governance Committee in the context of an assessment of the perceived needs of the Board from time to time. The Governance Committee may use a variety of means to identify potential nominees, including recommendations from the Chairman, Directors or others associated with the Corporation. The Governance Committee may also retain third-party search firms to identify potential nominees based on the Corporation's established criteria for director candidates discussed above. The Governance Committee screens potential candidates and recommends suitable candidates to the Board for nomination.
The Corporation does not have minimum qualifications for Directors; however, Directors should possess the highest personal and professional integrity and ethics and be willing and able to devote the required time to the Corporation. The Board believes it should be comprised of Directors with varied and complementary backgrounds, which together build the overall strength of the Board.
Shareholders wishing to recommend a candidate for nomination by the Corporation as a Director for inclusion in the Corporation's proxy statement for the 20192020 annual meeting of shareholders should write to the Corporation's Corporate Secretary before November 23, 2018,2019, and include the information required by Section 2.16(a)(2) of the By-laws. The Governance Committee will consider candidates for Director recommended by shareholders by applying the criteria for candidates described above and considering the additional information required by the By-laws.
Nominees for Election
The Board is nominating for election Stan A. Askren, Mary A. BellJeffrey D. Lorenger, Larry B. Porcellato and Ronald V. Waters, III,Abbie J. Smith, each for a term of three years, and Mary K.W. Jones for a term of two years (collectively, the "Nominees"). The Nominees elected as Directors at the Meeting will hold office for the indicated term or until their respective successors are elected and qualified, subject to their prior death, resignation or removal.
Mary K.W. Jones, age 49,50, has been a Director of the Corporation since February 2016. Since January 2013, Ms. Jones has been Senior Vice President and General Counsel of Deere & Company ("Deere")(Deere), a world-leading provider of advanced products and services for agriculture, construction, forestry and turf care. From 2010 through 2012, she served as Deere’sDeere's Vice President, Global Human Resources. Ms. Jones brings to the Board significant risk management, corporate governance and general legal expertise, derived
largely from her role leading the Deere compliance and legal functions. In addition, she brings to the Board significant expertise in the areas of talent strategy, executive succession planning and compensation, derived from her former role as Deere’sDeere's Vice President, Global Human Resources.
Jeffrey D. Lorenger, age 54, has been a Director since April 2018. Mr. Lorenger is also President of HNI Corporation, since April 2018, and Chief Executive Officer, since June 2018. Mr. Lorenger has worked for the Corporation for over 20 years and has held multiple executive level positions including most recently serving as President, Office Furniture, from June 2017 to April 2018; President, Contract Furniture, from 2014 to June 2017; and President, Allsteel from 2008 to 2014. Mr. Lorenger has also held positions as Vice President, Sales and Marketing, The HON Company; and Vice President, General Counsel and Secretary for HNI Corporation.
Larry B. Porcellato, age 59,60, has been a Director of the Corporation since 2004 and hasChairman since January 1, 2019. He served as the Lead Director sincefrom May 2017.2017 to December 2018. From 2009 to July 2014, Mr. Porcellato was the Chief Executive Officer of The Homax Group, Inc., a leading specialty application consumer products supplier to the home care and repair markets. Previously, from February 2007 to December 2008, he was an independent business consultant and, from 2002 to January 2007, he was the Chief Executive Officer of ICI Paints North America. Mr. Porcellato is a director of OMNOVA Solutions, Inc., an innovator of emulsion polymers, specialty chemicals and decorative and functional surfaces, and aformer director of privately held PSAV Holding LLC, an international, full-service technology in-house audiovisual provider.provider from 2014 to 2018. Mr. Porcellato brings to the Board chief executive officer experience in the building products industry through his former leadership of Homax and his former role as Chief Executive Officer of ICI Paints and financial expertise derived primarily from his past service on the audit committee of another public company and previous finance and division leadership roles at other public companies. He also brings to the Board international and marketing expertise derived primarily from his service in various international and marketing roles at Rubbermaid Incorporated and Braun Canada Inc. and corporate governance experience through his service on the compensation and governance committees of another public company.
Abbie J. Smith, age 64,65, has been a Director of the Corporation since 2000 and served as the Lead Director from May 2014 to May 2017. Ms. Smith is the Boris and Irene Stern Distinguished Service Professor of Accounting, and since 1999 has been a Chaired Professor of The University of Chicago Booth School of Business, a national leader in higher education and research. She is a director of DFADimensional Funds (DFA Investment Dimensions Group Inc., Dimensional Investment Group Inc., DFA Investment Trust Co., and Dimensional Emerging Markets Value Fund) and Ryder System, Inc., a commercial transportation, logistics and supply chain management solutions company. Ms. Smith is also a trustee of The UBS Funds (Chicago), UBS Relations TrustRelationship Funds, and UBS SMA Relationship Trust. Ms. Smith brings to the Board considerable financial and corporate governance expertise based primarily on her extensive research and teaching at theThe University of Chicago and her service on mutual fund complex and other public company audit, performance, finance and nominating committees. Ms. Smith currently serves on the Corporation’sCorporation's Audit Committee, and qualifies as an “audit"audit committee financial expert.”expert".
The Corporation believes all Nominees listed above will be available to serve if elected. However, if any one of them becomes unavailable, the persons named as proxies have discretionary authority to vote for a substitute chosen by the Board. Any vacancies not filled at the Meeting may be filled by the Board.
Required Vote
Election of the Nominees as Directors requires the affirmative vote of the holders of a majority of the Outstanding Shares voted at the Meeting. Abstentions and broker non-votes will not be counted as votes cast either "for" or "against" a Nominee's election.
Recommendation of the Board
THE BOARD RECOMMENDS A VOTE "FOR" THE ELECTION OF THE NOMINEES AS DIRECTORS. |
Incumbent Directors
Below is biographical information about each incumbent Director as well as their particular experience, qualifications, attributes and/or skills which led the Board to conclude the Director should serve as a Director. In addition, each Director must possess the
highest personal and professional integrity and ethics and a willingness and ability to devote the required time to the Corporation. The Board has determined each Director possesses these qualities.
Messrs. Calado, Hartnett and Stern and Ms. Francis comprise a class of Directors whose terms will expire at the Corporation's 2020 annual shareholders meeting.
Miguel M. Calado, age 62,63, has been a Director of the Corporation since 2004. Mr. Calado has been Chairman and President of the WY Group and an employee of WY Group (USA) Inc. since April 2017. From 2014 to April 2017, Mr. Calado was Vice President, Corporate Development and President of the iMax Diagnostic Imaging Business Unit of Hovione SA, an international fine chemicals company. From 2006 to 2014, he was the Vice President and Chief Financial Officer of Hovione. He has been President of GAMCAL, LLC, an investment company, since 2006. Mr. Calado brings to the Board extensive international, general management, manufacturing and financial expertise derived primarily from his previous service as Chief Financial Officer of an international manufacturing company and prior service in various roles at several large, packaged and consumer goods public companies. These roles and companies include Executive Vice President and President, International for Dean Foods Company and several international finance roles for PepsiCo, Inc., including Senior Vice President, Finance and Chief Financial Officer, PepsiCo Foods International. Although Mr. Calado does not serve on the Corporation’s Audit Committee, he qualifies as an “audit committee financial expert.”
Cheryl A. Francis, age 64,65, has been a Director of the Corporation since 1999. Ms. Francis has been an independent business and financial advisor since 2000 and the Co-Chairman of the Corporate Leadership Center, a not-for-profit organization focused on developing tomorrow’s business leaders, since 2008. Previously, from 2002 to 2008, she was the Vice Chairman of the Corporate Leadership Center. Ms. Francis is a director of Aon plc, a leading global professional services firm providing a broad range of risk, retirement and health solutions, and Morningstar, Inc., a leading provider of independent investment research in North America, Europe, Australia and Asia. Ms. Francis brings to the Board significant financial expertise based primarily on her prior role as Chief Financial Officer of R.R. Donnelley & Sons Company and service on the audit and finance committees of other public companies. She also brings to the Board corporate governance experience through her service on the compensation and governance committees of other public companies, and executive leadership development experience based on Corporate Leadership Center work with CEOs, leading academic institutions and corporate executives. She currently serves as the Chairperson on the Corporation’s Audit Committee and qualifies as an “audit committee financial expert.”
John R. Hartnett, age 57,58, has been a Director of the Corporation since August 2016. Mr. Hartnett is an Executive Vice President at Illinois Tool Works Inc. ("ITW")(ITW), a Fortune 200 global multi-industrial manufacturing leader with seven industry-leading business segments. Mr. Hartnett has been with ITW for 3637 years and currently heads its Welding segment. Mr. Hartnett brings to the BoardHe has extensive engineering, marketing, manufacturing distribution and management experience from his numerous business roles at ITW including his most recent role as head of ITW’sITW's Construction Products segment.
Brian E. Stern, age 70,71, has been a Director of the Corporation since 1998. Mr. Stern has been a director of Starboard Capital Partners, LLC, since July 2007. He is a director and investor in Blackrock Microsystems LLC (Utah). Previously, from 2004 to June 2007, Mr. Stern was the Senior Vice President, Xerox, Fuji Xerox Operations of Xerox Corporation, a developer, marketer, manufacturer, financier and servicer of document processing products and services. Mr. Stern brings to the Board significant knowledge of the office products and office supplies industry and expertise in product development, sales and marketing. He also has substantial experience in international operations, manufacturing, channels of distribution and general management.
Ms. Bell and Mr. Waters comprise a class of Directors whose terms will expire at the Corporation's 2021 annual shareholders meeting.
Mary A. Bell, age 58, has been a Director of the Corporation since 2006. Ms. Bell has been a director of Husco International Inc. since November 2015. Prior to her retirement in July 2015, Ms. Bell was a Vice President of Caterpillar, the world's leading manufacturer of construction and mining equipment, diesel and natural gas engines, industrial gas turbines and diesel-electric locomotives. From 2004 to 2007, she was the Vice President of Caterpillar's Logistics Division and served as Chairman and President of Cat Logistics Services, Inc., formerly a wholly owned subsidiary of Caterpillar. Ms. Bell brings to the Board considerable logistics, manufacturing and dealer channel expertise and general management experience derived primarily from her service in various roles at Caterpillar.
Ronald V. Waters, III, age 67, has been a Director of the Corporation since 2002. Mr. Waters has been an independent business consultant since 2010. Previously, from 2009 to 2010, he was a Director and the President and Chief Executive Officer of LoJack Corporation, and from 2007 to 2008, he was a Director and the President and Chief Operating Officer of LoJack. He is a director
of Fortune Brands Home & Security, Inc., an industry-leading home and security products company, and Paylocity Corporation, a leading software provider of cloud-based payroll and human capital management software. From 2012 to January 2015, Mr. Waters was a director of Chiquita Brands International, Inc. Mr. Waters brings to the Board chief executive officer experience through his former role as Chief Executive Officer of LoJack and significant finance expertise derived primarily from his service on the audit committee of two other public companies and previous roles as Chief Operating Officer at two public companies, Chief Financial Officer at Wm. Wrigley Jr. Company, Controller at The Gillette Company and partner of a large public accounting firm. He has extensive outside audit experience, and although Mr. Waters does not currently serve on the Corporation's Audit Committee, he qualifies as an "audit committee financial expert." Mr. Waters also brings to the Board international, law and information technology expertise derived primarily from his service in various roles at several large public companies.
CORPORATE GOVERNANCE AND BOARD MATTERS
Director Independence
In addition to complying with NYSE listing standards and applicable SEC rules pertaining to director independence, the Corporation adopted the Categorical Standards, which are attached as Exhibit A to the Governance Guidelines and available on the Corporation's website at www.hnicorp.com, under "Investors - Corporate Governance - Governance Guidelines."
Under the Governance Guidelines, at least three-fourths of the Directors must meet the NYSE listing standards pertaining to director independence and the Categorical Standards. The Board has determined each Director, including each nominee for Director,Nominee, other than Mr. Askren,Lorenger, has no material relationship with the Corporation (either directly or as a partner, shareholder or executive officer of an organization having a relationship with the Corporation) and is independent under the NYSE listing standards and the Categorical Standards, including any heightened independence standards applicable to a Director's service on the Corporation's Audit Committee, Human Resources and Compensation Committee (the "Compensation Committee") or Governance Committee.
Mr. Askren,Lorenger, the Corporation's Chairman, President and Chief Executive Officer,CEO, does not meet these independence standards because he is employed by the Corporation.
Processes and Procedures for the Consideration and Determination of Executive Compensation by Compensation Committee
The Compensation Committee is responsible for developing and implementing the Corporation's compensation policies and programs for the Chairman and CEO and other senior executives as further discussed throughoutin the Compensation Discussion and Analysis (the "CD&A") which begins on page 1615 of this Proxy Statement.
Board Leadership Structure
The Corporation's current board leadership structure consists of a combined Chairman and CEO position and nine independent Directors,Board recognizes one of whom has been designated Lead Director.
The Corporation has strong governance structures and processes in place to ensure the independence of the Board, eliminate conflicts of interest and prevent dominance of the Board by management. All Directors, with the exception of the Chairman,Mr. Lorenger, are independent as defined under NYSE listing standards, applicable SEC rules and the Categorical Standards, and all committees of the Board are comprised entirely of independent Directors. In addition, the Board and the Governance Committee have assembled a Board comprised of strong and sophisticated Directors who are currently or have recently been leaders of major companies or institutions, are independent thinkers and have a wide range of expertise and skills.
The Board regularly meets in executive session without the presence of management and the independent Directors meet at least quarterly without the presence of management or the CEO. The Lead DirectorChairman presides at these meetings and provides the Board's guidance and feedback to the Chairman andCorporation's CEO and the Corporation's management team. Further, the Board has regular and complete access to the Corporation's management team. At each Board and committee meeting, Directors receive valuable information and insight from management on matters impacting the Corporation.
Board's Role in Risk Oversight
The Board administers its risk oversight role primarily through its committee structure and the committees' regular reports to the Board at each quarterly Board meeting. The Audit Committee meets frequently during the year (nine times in 2017) and discusses with management, the Corporation's Vice President, Internal Audit, and the Corporation's independent registered public accountant:
current business trends affecting the Corporation;
major risks facing the Corporation;
steps management has taken to monitor and control the risks; and
adequacy of internal controls that could significantly affect the Corporation's financial statements.
At least annually, the Board discusses with management the appropriate level of risk relative to corporate strategy and business objectives and reviews with management the Corporation's existing risk management processes, including information security and data protection procedures, and their effectiveness. The Audit Committee also reviews the Corporation's enterprise risk management process for identification of, and response to, major risks. The Audit Committee provides the Board with a report concerning its risk oversight activities at each quarterly Board meeting. Each key risk identified for the Corporation is referred to the Board or assigned a committee of the Board for oversight and each committee regularly reports to the Board regarding these risks.
Compensation Risk Assessment
A senior management team, under the oversight of the Compensation Committee, annually conducts a risk assessment of the Corporation's compensation policies and practices to ensure they do not encourage excessive risk taking by members which could result in a material adverse effect on the Corporation.
Based on this most recent compensation risk assessment, both management and the Compensation Committee believe the risks arising from the Corporation's compensation policies and practices, as managed, are not reasonably likely to have a material adverse effect on the Corporation.
Board Meetings
The Board held four regular meetings and noone special meetingsmeeting during 2017. 2018. No member of the Board attended fewer than 75% of the meetings of the Board or any committee on which he or she served.
In accordance with the NYSE listing standards regarding corporate governance and the Governance Guidelines, the Corporation's non-management Directors meet in executive sessions without management present at each regular Board meeting. Mr. Porcellato, Chairman and former Lead Director, presides at these executive sessions. The Corporation's non-management Directors met in executive sessions at all four regular Board meetings during 2017.2018.
Director Attendance at Annual Meetings of Shareholders
All Directors are encouraged to attend annual meetings of shareholders when possible. Last year all Directors attended the 20172018 annual meeting of shareholders.
Shareholder Communications with the Board
Shareholders and interested parties may communicate with the Lead Director,Chairman of the Board, the Chairperson of the Governance Committee, the Senior Vice President, General Counsel and Secretary, or with the Corporation's non-management Directors as a group, by sending an email to "BoardOfDirectors@hnicorp.com" or by writing to Lead Director,Chairman of the Board, Chairperson of the Governance Committee, Senior Vice President, General Counsel and Secretary or Non-Management Directors at HNI Corporation, 600 East Second Street, Muscatine, Iowa 52761, Attention: Corporate Secretary. All communications received will be opened by the office of the Corporate Secretary for the sole purpose of determining whether the contents are a message to the Directors. Any communications not in the nature of advertising or promotions of a product or service will be promptly forwarded to the appropriate party.
Shareholder Engagement
HNI Corporation has a philosophy of direct engagement, open communication and transparency with our shareholders. Shareholders provide valuable insights into emerging issues and feedback on our performance. In 2018:
Members of the Corporation's senior leadership team met with investors at a variety of conferences. We hosted quarterly earnings calls and provided additional engagement through phone calls, in-house meetings and various industry events throughout the year.
The Chairman and CEO met with many of our largest shareholders to discuss topics including financial performance, risk management, corporate governance and environmental and social issues.
Board Committees
The Board has three standing committees,committees: the Audit Committee, the Compensation Committee and the Governance Committee. The Governance Committee fulfills the role of a nominating committee. Each committee operates under a written charter, which has been approved by the Board. The Board reviews each committee charter at least annually. Current copies of the committees' charters can be found on the Corporation's website at www.hnicorp.com, under "Investors - Corporate Governance - Committee Charters."Shareholders may request a copy of the charters by writing to the Corporate Secretary at HNI Corporation, 600 East Second Street, Muscatine, Iowa 52761. During 2017, each current Director attended all of the meetings of the committees on which the Director served.
Audit Committee. The Audit Committee is comprised of Cheryl A. Francis, Chairperson, Larry B. Porcellato and Abbie J. Smith. The Board has determined all members of the Audit Committee are financially literate under NYSE listing standards. The Board has also determined Mses. Francis and Smith are "audit committee financial experts," as defined by Item 407(d)(5) of Regulation S-K. In accordance with the Audit Committee Charter, none of the Audit Committee members serve simultaneously on audit committees of more than three public companies. The Audit Committee met nineeight times during 2017.2018. The Audit Committee is responsible for, among other things:
overseeing of the integrity of the Corporation's financial statements;
selecting the independent registered public accounting firm to audit the Corporation's financial statements and ensuring the firm's independence;
discussing the scope and results of the audit with the independent registered public accounting firm, and reviewing, with management and that firm, ourthe Corporation's interim and year-end operating results;
developing procedures to enable submission of anonymous concerns about accounting or auditing matters;
considering the adequacy of our internal accounting controls and audit procedures;
reviewing related party transactions;
reviewing our legal compliance risk exposures and program for promoting and monitoring compliance with applicable legal and regulatory requirements;
pre-approving all audit and non-audit services to be performed by the independent registered public accounting firm; and
overseeing ourthe Corporation's internal audit function.
Human Resources and Compensation Committee. The Compensation Committee is comprised of Ronald V. Waters, III, Chairperson, Mary A. Bell and John R. Hartnett. Each member qualifies as an "outside director" for purposes of Section 162(m) ("Section 162(m)") of the Internal Revenue Code of 1986, as amended (the "Code") and a "non-employee director" for purposes of Rule 16b-3 under the Securities Exchange Act of 1934 (the "Exchange Act"). The Compensation Committee met four times during 2017.2018. The Compensation Committee is responsible for, among other things:
reviewing and recommending executive compensation plans and determining whether they encourage excessive risk taking;
monitoring executive succession planning for certain key executives;
reviewing and adopting member benefit programs;
recommending to the Board persons designated as executive officers; and
overseeing annual performance evaluation of the Chairman and CEO by the Board.
Public Policy and Corporate Governance Committee. The Governance Committee is comprised of Brian E. Stern, Chairperson, Miguel M. Calado and Mary K.W. Jones. The Governance Committee met foursix times during 2017.2018. The Governance Committee serves as the nominating committee and identifies individuals qualified to serve as Directors of the Corporation consistent with criteria approved by the Board. Additionally, the Governance Committee is responsible for, among other things:
recommending Director nominees to the Board for the next annual meeting of shareholders;
considering and making recommendations regarding non-employee Director compensation;
developing and recommending to the Board corporate governance principles applicable to the Corporation;
overseeing the evaluation process for our Board and committees;committee evaluation process; and
reviewing the Corporation's finance policy and capital structure.
DIRECTOR COMPENSATION
The Governance Committee is responsible for annually reviewing the compensation paid to Directors for service on the Board and for recommending changes in compensation to the Board, if appropriate. The Board is responsible for approving Director compensation based on recommendations of the Governance Committee. Neither the Governance Committee nor the Board delegates its authority with respect to setting Director compensation to any other person or group. However, the Corporation's management may, at the request of the Governance Committee, assist the Governance Committee in its review of Director compensation, which may include recommending changes to compensation. Although it has not done so recently, the Governance Committee has authority to retain and terminate a consultant to assist in the evaluation of the compensation and benefits for Directors and to approve the consultant's fees and other retention terms.
Each independent Director receives an annual retainer of $170,000,$175,000, of which $65,000$67,000 is paid in cash in equal installments of $16,250 at$16,750 after each quarterly Board meeting (prior to the May 9, 20178, 2018 Board meeting, the annual cash retainer was $65,280)$65,000) and
a cash installment payment of $16,320 at$16,250 after the February Board meeting and $16,250 at$16,750 after each of the May, August and November Board meetings; and
a $105,000$108,000 Common Stock grant atafter the May Board meeting.
The Chairperson of the Audit Committee receives an additional annual retainer of $15,000. The Chairpersons of the Compensation Committee and Governance Committee each receive an additional annual retainer of $10,000. As with the cash portion of the annual retainer for Board service,Cash retainers for committee Chairperson or Lead Director serviceChairpersons are paid in equal installments atafter each quarterly Board meeting.
Directors are reimbursed for travel and related expenses incurred to attend meetings. For purposes of determining Director compensation, an independent Director is anyone who is not a member of the Corporation. Directors who are members of the Corporation do not receive additional compensation for service on the Board.
The Corporation's policy with regard to Common Stock ownership by independent Directors is for each Director to own Common Stock with a market value of five times or more the cash portion of the annual retainer. To promote Common Stock ownership, Directors are required to receive one-half of the cash portion of their annual retainer in the form of shares of Common Stock to be issued under the 2017 Equity Plan or, to the extent the Director participates in the HNI Corporation Directors Deferred Compensation Plan (the "Directors Deferred Plan"), in the form of nonvoting share units to be credited to the Director's account under the Directors Deferred Plan. This requirement does not, however, apply to any Director owning Common Stock with a market value of five times or more the cash portion of the annual retainer. As of the end of 2017,2018, all of the Corporation's independent Directors were in compliance with the Corporation's policy with regard to stock ownership.ownership policy.
Under the 2017 Equity Plan, Directors may elect to receive all or a portion of their cash retainers in the form of shares of Common Stock. Under the Directors Deferred Plan, each Director has the opportunity to defer up to 100% of his or hertheir retainers. Amounts can be deferred to a cash account earning interest at a rate set each year at 1% above the prime interest rate or to the Corporation's notional stock account in the form of nonvoting share units that fluctuate in value based on the price increase or decrease of Common Stock and earn dividends distributed to all shareholders. The dividends are automatically reinvested for each participant to acquire additional nonvoting shares units. For any cash compensation deferred to the Corporation's notional stock account, the number of nonvoting share units is determined by dividing the amount of the compensation by the fair market value of a share of Common Stock on the date the compensation would have otherwise been paid. Each Director participating in the Directors Deferred Plan
elects, on an annual basis, the date or dates of distribution (i.e., a Director can elect a lump-sum distribution or distribution via annual installments not to exceed 15) of any amounts he or she has deferred.they defer. In addition, each independent Director is eligible to receive awards of stock options to purchase Common Stock, restricted stock or Common Stock grants, or any combination thereof, under the 2017 Equity Plan in amounts authorized by the amounts as the Board may authorize.Board.
In May 2017,2018, each of the Directors was granted 2,3253,057 shares of Common Stock under the 2017 Equity Plan. The Corporation does not have a non-equity incentive plan for independent Directors. As of the Record Date, the Corporation has never issued stock options or restricted stock to the independent Directors and all shares of Common Stock issued to Directors in lieu of cash retainer amounts were fully vested upon issuance.
Director Compensation for 20172018
| Name | Fees Earned or Paid in Cash ($) (1) | Stock Awards ($) (2) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) (3) | All Other Compensation ($) (4) | Total ($) | Fees Earned or Paid in Cash ($) (1) | Stock Awards ($) (2) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) (3) | All Other Compensation ($) (4) | Total ($) |
| Mary A. Bell | 65,070 | 105,000 | — | 1,988 | 172,058 | 66,500 | 108,000 | — | 2,705 | 177,205 |
| Miguel M. Calado | 65,070 | 105,000 | — | 1,988 | 172,058 | 66,500 | 108,000 | — | 2,705 | 177,205 |
| Cheryl A. Francis | 81,570 | 105,000 | — | 1,988 | 188,558 | 81,500 | 108,000 | — | 2,705 | 192,205 |
| John R. Hartnett | 66,570 | 105,000 | — | 1,988 | 173,558 | 66,500 | 108,000 | — | 2,705 | 177,205 |
| Mary K.W. Jones | 65,070 | 105,000 | — | 1,988 | 172,058 | 66,500 | 108,000 | — | 2,705 | 177,205 |
| Larry B. Porcellato | 80,820 | 105,000 | 300 | 1,988 | 188,108 | 85,500 | 108,000 | 635 | 2,705 | 196,840 |
| Abbie J. Smith | 69,820 | 105,000 | — | 1,988 | 176,808 | 66,500 | 108,000 | — | 2,705 | 177,205 |
| Brian E. Stern | 75,070 | 105,000 | — | 1,988 | 182,058 | 76,500 | 108,000 | — | 2,705 | 187,205 |
| Ronald V. Waters, III | 75,070 | 105,000 | 2,531 | 1,988 | 184,589 | 76,500 | 108,000 | 5,359 | 2,705 | 192,564 |
Notes
| (1) | For |
| (2) | Represents the portion of the annual retainer paid in the form of shares – a |
| (3) | Includes above-market interest earned on cash compensation deferred under the Directors Deferred Plan. Interest on deferred cash compensation is earned at one percent over the prime rate. Above-market earnings represent the difference between the interest earned under the Directors Deferred Plan and 120% of the applicable federal long-term rate. Above-market interest earned by Mr. Porcellato is for cash compensation deferred prior to January 1, 2007, and interest earned by Mr. Waters is for cash compensation deferred prior to January 1, 2010. |
| (4) | Includes dividends earned on 2018 Common Stock |
POLICY FOR REVIEW OF RELATED PERSON TRANSACTIONS
The Corporation has adopted a written policy for reviewing and approving transactions between the company and its related persons, including directors, director nominees, executive officers, five percent shareholders and their immediate family members or affiliates. The policy applies to:
All financial transactions, arrangements or relationships involving more than $100,000;
Transactions in which the Corporation, or one of its affiliates, is a participant; and
Transactions in which a related person could have a direct or indirect material interest.
The policy does not apply to certain compensation payments approved by the appropriate Board committee, transactions available to all other shareholders or employees on the same terms, transactions with an entity where the related person's interest is only as a director or a less than ten percent owner, or transactions in which the rate charged by a related person is determined by competitive bid.
The Corporation's Office of the General Counsel (the "General Counsel") performs the initial review of all transactions subject to the policy. Quarterly, the General Counsel reports to the Audit Committee each known transaction to be considered by the Audit Committee pursuant to the policy, including the proposed aggregate value of each transaction and any other relevant information.
After review, the Audit Committee approves, ratifies or disallows each transaction in accordance with the guidelines set forth above.policy.
If the General Counsel learns of an ongoing or completed transaction, arrangement or relationship not submitted for prior review and approval, the General Counsel will submit it to the Audit Committee for ratification, amendment, rescission or termination.
CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS
In addition, in fiscal 2018, AFMA purchased approximately $4,221,391 of office furniture and related partyservices from the Corporation in the ordinary course of business. The Corporation's General Counsel reviewed and approved the transactions required to be disclosedand informed the Audit Committee in accordance with SEC regulations.our Policy for Review and Approval of Related Person Transactions.
CODE OF BUSINESS CONDUCT AND ETHICS
The Corporation maintains the Ethicsa Member Code of Integrity (the "Ethics Code") as part of its corporate compliance program. The Ethics Code applies to all Directors and members (i.e., employees), including the Corporation's chief executive officer, chief financial officer, principal accounting officer or controller or persons performing similar functions. The Ethics Code is available for download on the Corporation's website at www.hnicorp.com, under "Investors - Corporate Governance - Member Code of Integrity." The Corporation intends to disclose amendments to or waivers of the Ethics Code granted to the individual executive officers listed above and the Directors on the Corporation's website within four business days of the amendment or waiver. Shareholders may request a copy of the Ethics Code by writing to the Corporate Secretary at HNI Corporation, 600 East Second Street, Muscatine, Iowa 52761.
ANTI-HEDGING POLICY
The Corporation's insider trading policy prohibits hedging transactions. Specifically, the Corporation prohibits members, directors, or their designees from hedging their ownership of the Corporation's Common Stock (including prepaid variable forwards, equity swaps, collars and exchange funds), engaging in short sales or purchasing put or call options, pledging their shares of the Corporation's Common Stock, holding them in a margin account or engaging in short-term transactions with shares of the Corporation's Common Stock.
CORPORATE GOVERNANCE GUIDELINES
The Governance Guidelines are available for download on the Corporation's website at www.hnicorp.com, under "Investors - Corporate Governance - Governance Guidelines." Shareholders may request a copy of the Governance Guidelines by writing to the Corporate Secretary at HNI Corporation, 600 East Second Street, Muscatine, Iowa 52761.
KPMG LLP AS THE CORPORATION'S
INDEPENDENT REGISTERED PUBLIC ACCOUNTANT FOR FISCAL 20182019
The Audit Committee is directly responsible for the appointment, retention, oversight, and compensation, including approval of audit fees, of the external audit firm retained to audit our financial statements. Further, in conjunction with the mandated rotation of the audit firm's lead engagement partner, the Audit Committee and its chair are directly involved in the selection ofselect the audit firm's lead engagement partner.
KPMG has been retained as our independent registered public accounting firm since 2015. In order to ensure continuing auditor independence, the Audit Committee periodically considers whether there should be a regular rotation of the audit firm. Based on its most recent evaluation of KPMG, the members of the Committee believe the continued retention of KPMG is in the best interest of the Corporation and its shareholders. The Board proposes shareholders ratify the appointment of KPMG as the Corporation’s independent public accountant for Fiscal 20182019 at the Meeting. Although shareholder ratification is not required by the By-laws or otherwise, the Corporation is submitting the selection of KPMG to its shareholders to permit shareholders to participate in this important decision. If the shareholders fail to ratify the Audit Committee's selection of KPMG, the Audit Committee will reconsider the selection.
Representatives of KPMG will be present at the Meeting, have an opportunity to make a statement if they so desire and be available to respond to appropriate questions.
Recommendation of the Board
THE BOARD RECOMMENDS A VOTE "FOR" RATIFICATION OF THE AUDIT COMMITTEE'S SELECTION OF KPMG LLP AS THE CORPORATION'S INDEPENDENT REGISTERED PUBLIC ACCOUNTANT FOR FISCAL |
AUDIT COMMITTEE REPORT
The Audit Committee is comprised entirely of independent directors who meet the independence requirements of the NYSE Listed Company Manual and the SEC. The Audit Committee operates under a written charter adopted by the Board of Directors, which you may access in the corporate governance section of our website at http://www.hnicorp.com/investors/corporate-governance.
The Audit Committee has responsibility for selecting and evaluating the independent audit firm, which reports directly to the Audit Committee, overseeing the performance of the Corporation’s internal audit function, and assisting the Board of Directors in its oversight of enterprise risk management including privacy and data security.
Management has primary responsibility for the Corporation’s consolidated financial statements and the overall reporting process, for maintaining adequate internal control over financial reporting and, with the assistance of the Corporation’s internal auditors, for assessing the effectiveness of the Corporation’s internal control over financial reporting. KPMG LLP (“KPMG”), the Corporation’s independent registered public accounting firm since 2015, is responsible for performing an independent audit of the Corporation’s consolidated financial statements in accordance with the standards of the Public Company Accounting Oversight Board (“PCAOB”), expressing an opinion as to the conformity of the consolidated financial statements with generally accepted accounting principles in the United States, and auditing management’s assessment of the effectiveness of internal control over financial reporting. The Audit Committee’s responsibility is to monitor and oversee these processes and work with KPMG’s lead partner, who was appointed in 2015.
The Audit Committee also oversees management’s processes to identify and quantify material risks facing the Corporation, including risks disclosed in the Corporation’s Annual Report on Form 10-K. The Audit Committee meets regularly with the internal auditors and KPMG, with and without management present, to discuss the results of their examinations, the evaluation of the Corporation’s internal control over financial reporting and the overall quality of the Corporation’s accounting.
Management represented to the Audit Committee the Corporation's consolidated financial statements for fiscal year ended December 30, 201729, 2018 were prepared in accordance with generally accepted accounting principles. The Audit Committee has reviewed and discussed the consolidated financial statements with management and KPMG. Management has also represented it has assessed
the effectiveness of the Corporation’s internal control over financial reporting, and has determined that, as of December 30, 2017, 29, 2018,
the Corporation maintained effective internal control over financial reporting. The Audit Committee has reviewed and discussed with management and KPMG this assessment. The Audit Committee has also discussed with KPMG its evaluation of the accounting principles, practices and judgments applied by management, and any items required to be communicated to it by KPMG in accordance with regulations promulgated by the SEC and the PCAOB including the matters required to be discussed by PCAOB Auditing Standard No. 1301.
The Audit Committee received and reviewed the written disclosures and the letter from KPMG required by the PCAOB regarding KPMG's communications with the Audit Committee concerning independence and discussed with KPMG its independence. The Audit Committee also concluded the provision of non-audit services by KPMG is compatible with maintaining their independence.
Based on the reviews and discussions referred to above, the Audit Committee recommended to the Board the consolidated financial statements referred to above be included in the Corporation's Annual Report on Form 10-K for the year ended December 30, 2017.29, 2018.
AUDIT COMMITTEE
Cheryl A. Francis, Chairperson
Larry B. Porcellato
Abbie J. Smith
FEES INCURRED FOR KPMG LLP
The following table sets forth the aggregate fees billed to the Corporation for the audit and other services provided by KPMG for fiscal 20172018 and fiscal 2016:2017:
| Fee Category | Fiscal 2017 | Fiscal 2016 | ||||||
Audit Fees (1) | $ | 1,800,000 | $ | 1,469,000 | ||||
| Audit-Related Fees (2) | 5,000 | 51,829 | ||||||
| Tax Fees (3) | 50,118 | 196,137 | ||||||
| All Other Fees (4) | 41,925 | — | ||||||
| Total | $ | 1,897,043 | $ | 1,716,966 | ||||
| Fee Category | Fiscal 2018 | Fiscal 2017 | ||||
Audit Fees (1) | $ | 1,850,000 | $ | 1,800,000 | ||
| Audit-Related Fees (2) | — | 5,000 | ||||
| Tax Fees (3) | 24,958 | 50,118 | ||||
| All Other Fees (4) | 27,390 | 41,925 | ||||
| Total | $ | 1,902,348 | $ | 1,897,043 | ||
| (1) | Audit Fees represent fees for professional services provided in connection with the audit of the annual financial statements, review of quarterly financial statements and audit services provided in connection with other statutory and regulatory filings or engagements. |
| (2) | Audit-Related Fees represent accounting consultations. |
| (3) | Tax Fees represent fees |
| (4) | All Other Fees represent fees for services other than the services reported in Audit Fees, |
Pre-Approval of Fees
The Audit Committee may delegate to one or more members of the Audit Committee the authority to pre-approve audit related and other services not prohibited by law to be performed by the Corporation's independent registered public accountant and associated fees. The delegated member or members must report any such pre-approvals to the Audit Committee at its next scheduled meeting. All of the KPMG fees incurred in fiscal 20172018 and fiscal 20162017 were approved by the Audit Committee.
Compensation Discussion and Analysis
Our CD&A describes the key features of our executive compensation program and the Compensation Committee's approach in deciding 20172018 compensation for our Named Executive Officers:
| Name | Position |
| Jeffrey D. Lorenger | President and Chief Executive Officer, HNI Corporation |
| Stan A. Askren | Former Chairman, President and Chief Executive Officer, HNI Corporation |
| Marshall H. Bridges | Chief Financial Officer; Senior Vice President, HNI Corporation |
| Vincent P. Berger | President, Hearth & Home Technologies; Executive Vice President, HNI Corporation |
| President, Allsteel Inc. | |
| Kurt A. Tjaden | President, HNI International; Senior Vice President, |
The CD&A is divided into four parts:
| 1. | Executive Compensation Overview |
| 2. | Executive Compensation Objectives and Governance |
| 3. | Executive Compensation Elements |
| 4. | Additional Compensation Programs and Policies |
1. Executive Compensation Overview
Primary Compensation Elements
The primary elements of our compensation program are base salary, and annual and long-term performance-based incentive opportunities. These primary elements were chosen to attract the best talent and drive long-term shareholder value creation.
Whilegroup, and set Mr. Lorenger's target compensation slightly below the Compensation Committee reviews compensation levels and practices every year, it requests a thorough market analysis every two years as pay practices and market pay ranges do not change dramatically over a one year period. In late 2017,peer group based on Mr. Lorenger's tenure compared to the Compensation Committee engaged FW Cook to provide a comprehensive compensation analysis which was utilized in setting the CEO's compensation for 2018.peer group chief executive officers.
Willis Towers Watson, U.S. Compensation Data Bank – General Industry Executive Database, Single Regression Report;Mercer Human Resource Consulting – US Mercer Benchmark Database, Executive Compensation Survey; andWillis Towers Watson Data Services – CompSource Online, Survey Report on Top Management Compensation..
| Element | Description | Purpose | |
Base Salary (see page | Annual cash compensation. | Compensation for expected day-to-day responsibilities. Pay adjustments are based on capabilities, responsibilities and market factors. | |
Annual Incentive Opportunity (see page | Targeted variable compensation equal to a percentage of base salary paid once a year and based 80% on financial performance and 20% on individual objectives. | Focus executives on annual performance goals, typically financially driven. | |
Long-term Incentive Opportunity (see page | Variable performance compensation typically in the form of stock options and cash earned at the end of a three-year period based on economic profit goals. | Align executives' decisions with long-term shareholder value creation. Promote executive retention. | |
Other Key Compensation Practices
The Compensation Committee regularly reviews developments in executive compensation and governance and adjusts our practices and policies.
| HNI Compensation Practices | ||
| What We Do | ||
| Pay for performance | A large majority of executive compensation is based on achievement of long-term value creation. | |
| Stock ownership guidelines | Stock ownership guidelines require the CEO to hold shares valued at 5x base salary and other Named Executive Officers at 3x base salary. | |
| Double trigger change in control | Both a change in control and involuntary termination are required for the change in control agreement to take effect. | |
| Clawback policy | Performance-based compensation, under certain circumstances, will be canceled or reclaimed if an executive engages in fraud or financial misconduct. | |
| Anti-hedging policy | Officers and directors are prohibited from engaging in hedging or pledging transactions with respect to HNI stock. | |
| Independent compensation consultant | The Compensation Committee engages an independent compensation consultant who works only for the Committee, and not for management. | |
| Annual shareholder Say on Pay | The Corporation holds an annual advisory vote regarding Named Executive Officer compensation. | |
| Annual compensation risk assessment | The Compensation Committee reviews a risk assessment of the Named Executive Officer compensation program every year. | |
| What We Don't Do | ||
| No | ||
| r | Neither the CEO nor any other Named Executive Officers have an employment contract. | |
| No perquisites | r | Perquisites are not provided to executives or directors. |
| No excise tax gross-ups | r | No executives are eligible for excise tax gross-ups. |
| No repricing of underwater options | r | Underwater options are not repriced or replaced. |
| No dividends on unearned | r | Dividends are not paid on restricted stock units. |
| No supplemental executive benefits | r | Executive officers are not offered additional benefits beyond those generally available to all members. |
Leadership Transition
On April 19, 2018, Mr. Askren retired as President of HNI Corporation, on June 28, 2018, he retired as CEO, and on December 31, 2018 he retired as Chairman. Consistent with a well-established and long-term succession plan, the Board promoted Mr. Lorenger as President and a Director of the Corporation on April 19, 2018, and as CEO of the Corporation on June 28, 2018. Larry Porcellato was elected Chairman, effective January 1, 2019. References in this Proxy Statement to the CEO refer to Mr. Lorenger, unless otherwise stated or as the context otherwise requires.
2. Executive Compensation Objectives and Governance
Philosophy and Objective
The Corporation's Board believes in aligning the compensation of the Corporation's leadership with creating long-term value for shareholders and other important stakeholders, including members and customers. Governance of the executive compensation program, including hands-on involvement of the Compensation Committee, is guided by this principle.
Pay for Performance
The executive compensation program for 20172018 highlights the Corporation's pay for performance philosophy, with a large majority of each senior executive's compensation tied to the achievement of long-term value creation, awarded through performance-based annual and long-term awards and stock options. Shareholders have continued to voice their support for the Corporation's pay for performance compensation program— over 97%95% of votes cast in last year's Say on Pay vote approved the compensation of the Named Executive Officers.
The Corporation believes economic profit is the best indicator of long-term shareholder value creation and uses economic profit to measure financial performance goal achievement under the annual and long-term incentive plans. Economic profit is defined as after-tax operating profit less a charge for invested capital. Economic profit promotes the simultaneous optimization of growth, earnings and capital efficiency.
Pay Mix
For 2017,2018, the target compensation mix for the CEO and other Named Executive Officers is shown below. Approximately 81%82% of CEO compensation and 71%68% of all other Named Executive Officers'Officers compensation is considered variable based on achieving financial and strategic objectives.
Compensation Committee and Independent Directors
The Compensation Committee is responsible for the oversight of the Corporation's executive compensation programs. The Compensation Committee reviews and recommends to the Board for approval by the independent Directors all elements of the CEO's compensation. For the other Named Executive Officers, the Compensation Committee considers recommendations from the CEO and approves all elements of compensation except equity grants, which the Compensation Committee recommends for approval by the independent Directors.
The Corporation's Member and Community Relations, Law, and Finance Departments support the Compensation Committee and the Board in a variety of ways related to executive compensation, including conducting executive compensation benchmarking, preparing compensation-related materials and providing updates on corporate governance laws and best practices.
The Compensation Committee occasionally retains an outside compensation consultant to provide recommendations for structuring and designing the Corporation's executive compensation program, selecting a peer group for benchmarking, and establishing competitive incentive award targets. The Compensation Committee engaged Frederic W. Cook & Co., Inc. (“FW Cook”) to serve as the compensation consultant in 2017 andto review CEO compensation. The Compensation Committee determined, based on an analysis of relevant factors including those required by the SEC, FW Cook had nodid not have a conflict of interest in providing services to the Compensation Committee.
Compensation Program Changes in 20172018
The HNIBoard, Compensation Committee and Corporation Annual Incentive Plan includes targets that are 20% based on individual objectives and 80% based on financial performance. In 2017,did not make any structural changes to the 20% individual objectives componentexecutive compensation programs in 2018, with the exception of transitioning all remaining executives with the Annual Incentive Plan was based on achievementprior form of Change in Control Employment Agreements to the Board-approved organic sales plan;current form of agreement which excludes an excise tax gross-up. See "Potential Payments Upon Termination or Change in 2016, this 20% was based on achievement of individual objectives focused on matters having a significant impact on each executive's individual area of responsibility. The remaining 80% of the award continues to be based on financial performance.Control" for further details.
Benchmarking with Market Data
CEO Benchmarking
The Compensation Committee compares our CEO compensation to the below-listed peer companies. The Compensation Committee includes companies in similar industries or with a similar level of business complexity, manufacturing approach, or go-to marketgo-to-market structure with whom we may compete for talent. Additionally, the Compensation Committee considers the relative size of the companies, including market capitalization and net sales, business models featuring decentralized operating units, and employee headcount. InIn connection with the 2017 engagement, FW Cook provided analysis and recommendations on the Corporation's peer group. The Compensation Committee decided to maintain the same peer group as 2016.used in 2017 for 2018.
| Company | Annual Revenues ($ billions) | Company | Annual Revenues ($ billions) |
| Carlisle Companies Incorporated | $3.9 | Donaldson Company, Inc. | $2.5 |
| Leggett & Platt, Incorporated | $3.9 | Lincoln Electric Holdings Inc. | $2.4 |
| Snap-On Incorporated | $3.9 | Herman Miller, Inc. | $2.3 |
| Lennox International Inc. | $3.8 | Kennametal Inc. | $2.1 |
| Regal Beloit Corporation | $3.3 | Briggs & Stratton Corporation | $1.8 |
| Steelcase Inc. | $3.1 | Armstrong World Industries, Inc. | $1.3 |
| A.O. Smith Corporation | $3.0 | Actuant Corporation | $1.1 |
| Valmont Industries | $2.7 | Knoll Inc. | $1.1 |
| HNI Corporation annual revenue: $2.2 Billion. | |||
| Peer Group | ||
| A.O. Smith Corporation | Knoll Inc. | |
| Actuant Corporation | Leggett & Platt, Incorporated | |
| Armstrong World Industries, Inc. | Lennox International Inc. | |
| Briggs & Stratton Corporation | Lincoln Electric Holdings Inc. | |
| Carlisle Companies Incorporated | Regal Beloit Corporation | |
| Donaldson Company, Inc. | Snap-On Incorporated | |
| Herman Miller, Inc. | Steelcase Inc. | |
| Kennametal Inc. | Valmont Industries | |
At the direction of the Compensation Committee, FW Cook conducted a comprehensive compensation analysis for chief executive officers of peer group companies ("CEO Compensation Review") in 2015.2017. The Compensation Committee utilized the CEO Compensation Review to establish the elements and targets of Mr. Askren's compensation as CEO for 2018.
The Compensation Committee also utilized the CEO'sCEO Compensation Review to establish Mr. Lorenger's compensation for 2017, taking into account a 3% annual increase topackage when he became President and CEO of the base salary data.Corporation in June 2018. The targetCommittee reviewed the median for base salary, annual incentive, long-term incentive and total CEO compensation is set at the median of the peer group.
Market Data for Other Named Executive Officers
The Compensation Committee annually assesses base salary and annual and long-term incentive compensation data compiled from the following commercially available compensation survey reports published by Willis Towers Watson and Mercer Human Resource Consulting (collectively, the "Survey Reports"):
In 2017,2018, the Compensation Committee followed its regular process of using the Survey Reports in reviewing the elements and targets of the Named Executive Officers' compensation (except the CEO), considering the responsibilities and capabilities of each executive officer.
3. Executive Compensation Elements
Base Salary
For 2017,2018, the base salary for each Named Executive Officer was appropriately indexed from the market median for the relevant position. Mr. Askren’s base salary was set slightly above the market median in recognition of his demonstrated leadership, track record of performance over multiple economic cycles, significant capabilities highly relevant to the businesses and operations of the Corporation, and his additional role as Chairman of the Board.
Actual base salaries may be higher or lower than the market median based on the following factors, which are considered annually by the Compensation Committee (and independent Directors in the case of the CEO's base salary) when determining changes in base salary:
demonstrated growth, development and advancement;
individual performance and competency; and
value of experience both in service to the Corporation and other experience.
The Compensation Committee conducts the CEO's annual base salary review at the February Board meeting and all independent Directors participate with the Compensation Committee in this review. For other executive officers, the Compensation Committee normally approves base salary changes annually at the Board meeting prior to the anniversary date of each officer's appointment.
Based on a combination of performance, personal growth and market factors, the Compensation Committee (and with respect to the CEO'sCEO and the Chairman's base salary, the independent Directors) awarded the following base salaries:
| Name | 2016 Annual Base Salary ($) | 2017 Annual Base Salary ($) | Increase ($) | Increase (%) | Approximate Market Median Annual Base Salary ($) | 2017 Base Salary as Percentage of Market Median (%) | 2017 Annual Base Salary ($) | 2018 Annual Base Salary ($) | Increase ($) | Increase (%) | Approximate Market Median Annual Base Salary ($) | 2018 Base Salary as Percentage of Market Median (%) |
| Jeffrey D. Lorenger | 600,000 | 900,000 | 300,000 | 50.0 | 1,010,475 | 89 | ||||||
| Stan A. Askren | 1,135,654 | 1,181,080 | 45,426 | 4.0 | 1,010,215 | 117 | 1,181,080 | 1,222,418 | 41,338 | 3.5 | 1,010,475 | 121 |
| Marshall H. Bridges | 264,992 | 385,000 | 120,008 | 45.3 | 473,904 | 81 | 385,000 | 442,800 | 57,800 | 15.0 | 500,200 | 89 |
| Vincent P. Berger | 385,000 | 415,800 | 30,800 | 8.0 | 442,900 | 94 | ||||||
| Brandon T. Sieben | 325,000 | 350,000 | 25,000 | 7.7 | 398,000 | 88 | ||||||
| Kurt A. Tjaden | 440,490 | 456,000 | 15,510 | 3.5 | 434,136 | 105 | 456,000 | 472,000 | 16,000 | 3.5 | 444,300 | 106 |
| Jeffrey D. Lorenger | 467,220 | 600,000 | 132,780 | 28.4 | 621,313 | 97 | ||||||
| Vincent P. Berger | 350,000 | 385,000 | 35,000 | 10.0 | 429,515 | 90 | ||||||
| Jerald K. Dittmer | 491,930 | 508,163 | 16,233 | 3.3 | 500,799 | 101 | ||||||
The increase awarded to Mr. Lorenger is consistent with his promotion to President and CEO. The increases awarded to Messrs. Askren Tjaden and DittmerTjaden were generally consistent with the average increase for members across the Corporation. The increases awarded to Messrs. Bridges, Berger, and Lorenger received base salary increases consistent with their promotions. Mr. Berger’s increase wasSieben were slightly above the Corporation’sCorporation's average increase as a result of histheir continued growth and development in leading Hearth & Home Technologies.and further alignment with market median.
Annual Incentive
The Named Executive Officers are eligible for annual incentive compensation under the Annual Incentive Plan. The Annual Incentive Plan design encourages focus by the Named Executive Officers on both annual financial achievements and individual objectives aligned with the Corporation's strategic plan.
For 2017,2018, key features of the Annual Incentive Plan were:
| Award Target as a % of Base Salary | Basis of Award Achievement | |||
| Chairman and CEO | 120% | Achievement of Financial Goals | 80% | |
| Other Named Executive Officers* | 75% | Attainment of Individual Organic Sales Goals | 20% | |
| *In conjunction with his position change, Mr. Dittmer's award target was changed to 70% of his base salary effective November 6, 2017. | ||||
| Award Target as a % of Base Salary | Basis of Award Achievement | |||
| President and CEO | 110% | Achievement of Financial Goals | 80% | |
| Other Named Executive Officers | 75% | Attainment of Individual Organic Sales Goal | 20% | |
| Mr. Askren's Award Target for 2018 was 120% | ||||
The CEO's annual incentive compensation award target is a greater percentage of base salary than the targets for the other Named Executive Officers because the CEO has the greatest potential impact on the Corporation’s annual performance.
The awards are paid in February following the year in which they are earned. Termination of employment other than due to death, disability, retirement or a change in control of the Corporation prior to the end of the year in which an award is earned results in loss of outstanding awards. The awards are paid in cash unless the executive requests and the Compensation Committee approves taking all or part of the payment in the form of Common Stock or the Compensation Committee determines the executive's stock ownership does not reflect appropriate progress toward the executive's ownership guideline.
Under the Annual Incentive Plan, the Corporation achieved economic profit of $22.4$31.0 million in 2017.2018. The following table sets forth aggregate payouts under the Annual Incentive Plan for each Named Executive Officer for 2017:2018:
| Name | Annual Incentive Compensation Award Target ($) | Actual Award Payout Attributable to Financial Goals ($) | Actual Award Payout Attributable to Individual Objectives ($) | Total Payout ($) | Actual Payout as % of Target (%) | Annual Incentive Compensation Award Target ($) | Actual Award Payout Attributable to Financial Goals ($) | Actual Award Payout Attributable to Individual Objectives ($) | Total Payout ($) | Actual Payout as % of Target (%) |
| Jeffrey D. Lorenger | 880,096 | 312,535 | 190,117 | 502,652 | 57 | |||||
| Stan A. Askren | 1,417,296 | 0 | 192,752 | 13.6 | 1,466,902 | 668,907 | 322,718 | 991,625 | 68 | |
| Marshall H. Bridges* | 283,197 | 2,399 | 39,181 | 41,580 | 14.7 | |||||
| Marshall H. Bridges | 332,100 | 151,438 | 73,062 | 224,500 | 68 | |||||
| Vincent P. Berger | 311,850 | 331,808 | 77,963 | 409,771 | 131 | |||||
| Brandon T. Sieben | 262,500 | 0 | 32,550 | 12 | ||||||
| Kurt A. Tjaden | 342,000 | 340,316 | 56,825 | 397,141 | 116.1 | 354,000 | 324,101 | 69,166 | 393,267 | 111 |
| Jeffrey D. Lorenger | 450,000 | 72,900 | 87,300 | 160,200 | 35.6 | |||||
| Vincent P. Berger | 288,750 | 168,630 | 53,130 | 221,760 | 76.8 | |||||
| Jerald K. Dittmer* | 377,213 | 0 | 57,336 | 15.2 | ||||||
| *Messrs. Bridges and Dittmer experienced changes in their annual incentive targets during 2017, related to their position changes. Amounts above reflect actual 2017 target opportunity and payout amounts based on the number of weeks spent in each position (and therefore at each target level) in 2017. | ||||||||||
Mr. Lorenger's annual incentive target increased during 2018 related to his transition to President, HNI Corporation and then to President and CEO. Amounts above reflect actual 2018 target opportunity and payout amounts based on the number of weeks spent in each position (and therefore at each target level) in 2018.
Each Named Executive Officer received the 20172018 Annual Incentive Plan award payout in cash.
Financial Performance Goals
The Compensation Committee uses the annual financial plan, approved by the Board in February, to establish economic profit goals for the Corporation and financial goals for each core business unit. Economic profit goals are based on strategic opportunities with consideration of current market conditions (e.g., strength of the housing market, global economy or corporate earnings) and business opportunities (e.g., launch of new product line or integration of recently acquired business).
Payout ranges are set between 0% and 200% of the economic profit target with an achievement threshold of 35% to receive a minimum payout. Payout levels are expected to be between 80% and 120% of target in most years and average approximately 100% of target over time. The Compensation Committee establishes the target level of economic profit as an aggressive but achievable goal for the Corporation as a whole or any business unit based on economic and competitive conditions at the time goals are established.
Messrs. Lorenger, Askren, and Bridges are eligible for awards based on the financial performance of the Corporation while Messrs. Tjaden, Lorenger, Berger, Sieben and DittmerTjaden are eligible for awards based on the financial performance of each executive's individual area of responsibility (one or more business units). This structure aligns executives' interests with the financial performance of their relevant areas of responsibility.
For 2017,2018, the economic profit goal for the Corporation was $62.3$41.3 million, and actual economic profit achievement was $22.4$31.0 million, resulting in 0%57% payout as reflected in the table below. Economic profit achievement for the Corporation was below the threshold, and therefore Mr. Askren did not receive a payout under the financial portion of the Annual Incentive Plan for 2017. Mr. Bridges did not receive a payout based on the economic profit achievement of the Corporation, but did receive a pro rata payout for the three week period preceding his promotion in 2017, when his award was based on a lower target percentage and on the economic profit achievement of the Contract Furniture Group.
Economic Profit Achievement ($M) | Financial Component of Annual Incentive Compensation Award – Payout (%) |
| Less than 48.2 | 0% |
| 48.2 | 35% |
| 62.3 | 100% |
| 74.2 | 200% |
Corporation. The financial component of Messrs. Askren and Bridges' annual incentive compensation award is based on the achievement of the economic profit goals of HNI Corporation.
Economic Profit Achievement ($M) | Financial Component of Annual Incentive Compensation Award – Payout (%) |
| Less than 25.6 | 0 |
| 25.6 | 35 |
| 41.3 | 100 |
| 54.9 | 200 |
accounts. The Corporation considers the financial goals and achievements of these business units competitively sensitive and does not disclose them, or individual operating company results, publicly.
As for all Named Executive Officers, the financial performance goals for Messrs. Tjaden, Lorenger, Berger, Sieben, and DittmerTjaden are set aggressively and require superior performance by the officers and their corresponding business units and areas of responsibility. Nonetheless, because the Corporation and Board expect superior performance on a consistent basis, Messrs. Tjaden, Lorenger, Berger, Sieben, and DittmerTjaden are expected to achieve 100% of target over time on the financial component of their respective annual incentive compensation awards under the Annual Incentive Plan.
Individual Objectives
Each Named Executive Officer's individual objectives are based on broad strategic objectives of the Corporation or one or more business units and are defined and measured within the year. The independent Directors annually review and approve the CEO's individual objectives. The CEO annually reviews and approves the individual objectives of each other Named Executive Officer.
In 2017,2018, each Named Executive Officer's individual objectives were based on organic sales growth targets of the Corporation or one or more business units.
At year-end, the CEO evaluates Named Executive Officers' performance against their individual objectives and recommends an achievement percentage for Compensation Committee approval. Achievement percentages for individual objectives range from 0% to 125%. The independent Directors, after reviewing the CEO's self-evaluation, determine the achievement percentage of the CEO's individual objectives.
The Compensation Committee and the CEO (and with respect to the CEO, the independent Directors) determined the Named Executive Officers delivered results on the stated goals resulting in attainment of individual objectives from 68%62% to 98%125%.
Long-Term Incentive
In 2017,February 2018, 75% of each Named Executive Officer's long-term incentive compensation opportunity was granted in stock options, vesting in February 2021,2022, and 25% was granted in performance-based cash awards earned over three annual performance periods. In relation to his promotion, Mr. Lorenger's long-term incentive opportunity was increased to 325% of base salary from 200%. Accordingly, Mr. Lorenger received a prorated long-term incentive grant in June 2018. Of the award opportunity, 75% was granted in stock options, vesting in June 2022, and 25% was granted in a performance-based cash award earned over three annual performance periods. In recognition of Mr. Sieben's development and performance, the Board granted him a one-time special restricted stock unit (RSU) grant in August 2018, half of which vests in 2020, and the remainder in 2021. This award was in addition to his original long-term incentive grant.
Long-term incentive compensation is designed to focus executives on long-term value creation for shareholders measured by objective financial performance metrics and long-term stock price appreciation, and incent executives to remain with the Corporation. Long-term incentive compensation is provided through:
annual performance-based awards with rolling three-year performance periods under the HNI Corporation Long-Term Performance Plan; and
annual equity grants to select executives, including all Named Executive Officers, under the 2007 Stock-Based Compensation Plan (the "2007 Stock Plan") and going forward under the 2017 Stock-Based Compensation Plan (the "2017 Stock Plan") and together withpreviously under the 2007 StockStock-Based Compensation Plan (together, the "Stock Plans").
The two types of long-term incentive compensation provide an appropriate balance between emphasizing financial performance (Long-Term Performance Plan(long-term performance plan awards) and stock price performance (stock options)options and restricted stock units). The Compensation Committee and the Board annually evaluate and approve the participants' target awards to ensure alignment with the Corporation's incentive compensation philosophy.
The following table below shows the total long-term incentive compensation award opportunities for each Named Executive Officer.
| Name | Total Long-Term Incentive Compensation Target ($) | Total Long-Term Incentive Compensation Award Target (% of Annual Base Salary at Time of Award) |
| Jeffrey D. Lorenger | 2,325,000 | 325 |
| Stan A. Askren | 3,667,253 | 300 |
| Marshall H. Bridges | 664,200 | 150 |
| Vincent P. Berger | 577,500 | 150 |
| Brandon T. Sieben | 325,000 | 100 |
| Kurt A. Tjaden | 684,000 | 150 |
Mr. Lorenger's February 2018 target long-term incentive compensation was set at 200% of his base salary.
This was increased to 325% following his promotion to President and CEO.
| Name | Total Long-Term Incentive Compensation Target ($) | Total Long-Term Incentive Compensation Award Target (% of Annual Base Salary at Time of Award) |
| Stan A. Askren | 3,543,240 | 300 |
| Marshall H. Bridges | 577,500 | 150 |
| Kurt A. Tjaden | 660,735 | 150 |
| Jeffrey D. Lorenger | 981,162 | 200 |
| Vincent P. Berger | 437,500 | 125 |
| Jerald K. Dittmer | 983,859 | 200 |
Under the Stock Plans, the Board grants stock options with an exercise price equal to the closing price of a share of Common Stock on the date of grant. Annual grants typically occur at the February Board meeting. The Board may grant stock options, Long-Term Performance Planequity awards or restricted stock units throughout the year for a new hire, a significant promotion or other special circumstances. The amount of income realized by an executive from an option is equal to the stock appreciation between the grant and the exercise dates, which aligns the interests of the Named Executive Officers with long-term value creation for shareholders. Stock option grants are limited to a group of executives (63(58 in 2017,2018, including all Named Executive Officers) who have the ability through their leadership and strategic actions to significantly impact the Corporation's long-term performance and, consequently, its stock price. In its history, the Corporation has never re-priced stock options.
The Corporation uses the Black-Scholes option valuation method to calculate the number of options granted, which is based on the targeted dollar value of the award. All stock options cliff-vest after four years and expire ten years after the date of grant. Early termination of employment other than due to death, disability, retirement or a change in control of the Corporation results in forfeiture of unvested option awards and a reduction in the exercise period of vested option awards. This policy is designed to motivate executives to focus on long-term value creation and support retention.
The Board granted stock options to each Named Executive Officer on February 15, 2017.14, 2018. The exercise price for the stock options, which is the closing price of a share of Common Stock on the date of grant, was $46.62$38.68 per share. See the following option valuation table for additional details regarding stock option awards in 2017February 2018 for each Named Executive Officer:
| Name | Targeted Value of Stock Options Granted in 2017 ($)(1) | Stock Options Granted (#) | Targeted Value of Stock Options Granted in February 2018 ($)(1) | Stock Options Granted (#) |
| Jeffrey D. Lorenger | 746,566 | 76,336 | ||
| Stan A. Askren | 2,396,340 | 166,297 | 2,281,537 | 233,286 |
| Marshall H. Bridges | 390,569 | 27,104 | 413,225 | 42,252 |
| Vincent P. Berger | 359,288 | 36,737 | ||
| Brandon T. Sieben | 202,192 | 20,674 | ||
| Kurt A. Tjaden | 446,869 | 31,011 | 425,538 | 43,511 |
| Jeffrey D. Lorenger | 663,581 | 46,050 | ||
| Vincent P. Berger | 295,881 | 20,533 | ||
| Jerald K. Dittmer | 665,396 | 46,176 | ||
