Filed: 22 Jul 20, 4:39pm
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 22, 2020
Commission File Number: 1-14225
|(State of incorporation)||(IRS Employer No.)|
600 East Second Street
P. O. Box 1109
Muscatine, Iowa 52761-0071
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.):
|☐||Written communications pursuant to Rule 425 under the Securities Act|
(17 CFR 230.425)
|☐||Soliciting material pursuant to Rule 14a-12 under the Exchange Act|
(17 CFR 240.14a-12)
|☐||Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act|
(17 CFR 240.14d-2(b))
|☐||Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act|
(17 CFR 240.13e-4(c))
|Securities registered pursuant to Section 12(b) of the Act:|
|Title of each class||Trading Symbol(s)||Name of each exchange on which registered|
|Common Stock||HNI||New 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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).|
|Emerging growth company||☐|
|If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐|
Section 2 — Financial Information
Item 2.02 Results of Operations and Financial Condition.
On July 22, 2020, HNI Corporation (the "Corporation") issued a press release announcing its financial results for its second fiscal quarter ended June 27, 2020. A copy of the press release is attached hereto as Exhibit 99.1.
The information furnished in this Item 2.02, including the attached Exhibit, shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.
Section 5 — Corporate Governance and Management
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On April 20, 2020, as part of the Corporation’s measures taken in response to the continuing impacts of the COVID-19 pandemic crisis, Jeff Lorenger, the Corporation’s Chairman, President, and Chief Executive Officer, agreed with the Board of Directors to reduce his 2020 base salary by 25%. In addition, the 2020 base salaries of the Corporation’s other named executive officers and certain other officers were reduced by 15%. On July 17, 2020, the Board of Directors restored Mr. Lorenger’s 2020 base salary to its previous level, effective August 9, 2020. In addition, the 2020 base salaries of all other named executive officers and other officers previously reduced have been restored to their previous levels.
Section 9 — Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|Date:||July 22, 2020||By||/s/ Marshall H. Bridges|
|Marshall H. Bridges|
Senior Vice President and Chief Financial Officer