Docoh
Loading...

SCS Steelcase

Filed: 16 Jul 21, 11:21am



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________

FORM 8-K
______________________

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): July 14, 2021
_____________________

STEELCASE INC.
(Exact name of registrant as specified in its charter)
Michigan1-1387338-0819050
(State or other jurisdiction of incorporation)(Commission File Number)(IRS employer identification number)
901 44th Street SE
Grand Rapids,Michigan49508
(Address or principal executive offices)(Zip code)
(616) 247-2710

(Registrant's telephone number, including area code)
None
(Former name, former address and former fiscal year, if changed since last report)
_______

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CRF 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to section 12(b) of the Act:
Title of each classTrading symbol(s)Name of each exchange on which registered
Class A Common StockSCSNew York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company    
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  



Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e)On July 14, 2021 (the “Effective Date”), the shareholders of Steelcase Inc. (the “Company”) approved the Steelcase Inc. Incentive Compensation Plan (the “ICP”). The ICP allows the Company to grant stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares, performance units, cash-based awards, phantom shares and other share-based awards to employees and directors of the Company and its subsidiaries or affiliates and other individuals designated by the Compensation Committee of the Company’s Board of Directors. The maximum number of shares of the Company’s Class A Common Stock available for issuance under the ICP is 6,169,573 plus the number of shares that are subject to or underlie awards made under the ICP prior to the Effective Date which expire or are cancelled or forfeited following the Effective Date, except for shares surrendered or withheld as payment of either the exercise price of an award and/or withholding taxes in respect of such an award. Awards under the ICP are determined by the Compensation Committee of the Company’s Board of Directors or by the Company’s Chief Executive Officer pursuant to delegated authority and subject to certain limitations.

A copy of the ICP is attached as Exhibit 10.1 and is incorporated herein by reference. A summary of the ICP is also included in the Company’s Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on June 2, 2021, beginning on page 58, and is incorporated herein by reference.

Item 5.07. Submission of Matters to a Vote of Security Holders.
 
The Company held its annual meeting of shareholders on July 14, 2021.  At that meeting, shareholders voted on four proposals presented in the Company's Proxy Statement dated June 2, 2021 relating to the annual meeting.  The results of the votes are as follows.

·Proposal 1:  Election of twelve nominees to the Board of Directors
ForAgainstAbstentions
NomineeVotes% of
Total Votes
Votes% of
Total Votes
Votes% of
Total Votes
Broker
Non-Votes
Sara E. Armbruster308,448,344 98.8%3,328,774 1.1%281,852 0.1%6,714,291 
Timothy C. E. Brown296,573,247 95.0%15,202,334 4.9%283,389 0.1%6,714,291 
Connie K. Duckworth304,076,875 97.4%7,699,326 2.5%282,769 0.1%6,714,291 
James P. Keane308,613,384 98.9%3,162,044 1.0%283,542 0.1%6,714,291 
Todd P. Kelsey310,374,672 99.5%1,399,479 0.4%284,819 0.1%6,714,291 
Jennifer C. Niemann308,765,409 98.9%3,012,331 1.0%281,230 0.1%6,714,291 
Robert C. Pew III305,929,652 98.0%3,776,666 1.2%2,352,652 0.8%6,714,291 
Cathy D. Ross307,744,231 98.6%4,031,283 1.3%283,456 0.1%6,714,291 
Catherine C. B. Schmelter310,322,365 99.4%1,453,025 0.5%283,580 0.1%6,714,291 
Peter M. Wege II305,553,820 97.9%6,484,076 2.1%21,074 —%6,714,291 
Linda K. Williams309,910,495 99.3%1,865,211 0.6%283,264 0.1%6,714,291 
Kate P. Wolters305,840,135 98.0%3,869,261 1.2%2,349,574 0.8%6,714,291 

·Proposal 2: Advisory vote to approve named executive officer compensation
ForAgainstAbstentions
Votes% of Total VotesVotes% of Total VotesVotes% of Total VotesBroker Non-Votes
306,978,296 98.4%4,625,199 1.5%455,475 0.1%6,714,291 




·Proposal 3: Approval of the Steelcase Inc. Incentive Compensation Plan
ForAgainstAbstentions
Votes% of Total VotesVotes% of Total VotesVotes% of Total VotesBroker Non-Votes
307,194,648 98.4%3,876,312 1.2%988,010 0.3%6,714,291 
·Proposal 4: Ratification of independent registered public accounting firm
ForAgainstAbstentions
Votes% of Total VotesVotes% of Total VotesVotes% of Total Votes
315,628,086 99.0%2,736,499 0.9%408,676 0.1%

Item 9.01. Financial Statements and Exhibits.

(d)Exhibits

Exhibit
No.
Description
104Cover 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, thereunto duly authorized.
STEELCASE INC.
By: /s/ David C. Sylvester
David C. Sylvester
Senior Vice President, Chief Financial Officer
Date: July 16, 2021