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HNI CORPORATION

(HNI)
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HNI : Departure of Directors or Certain Officers; Election of Directors; Appointment of (Form 8-K)

05/28/2021 | 09:39am EST
Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers.

At the Corporation's annual meeting of shareholders on May 24, 2021 (the '2017 Annual Meeting'), the Corporation's shareholders approved the HNI Corporation 2021 Stock-Based Compensation Plan (the 'Plan'). The Plan was approved by the Board on May 10, 2021.

The Plan permits the Corporation to issue to its members (i.e., employees), including the Corporation's executive officers, stock-based compensation awards in the form of Nonqualified Stock Options, Incentive Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Deferred Stock Units, Performance Shares, Performance Share Units, Performance Units, and Other Stock-Based Awards. The Board has reserved 6,624,100 shares of the Corporation's common stock, par value $1.00 per share ('Common Stock'), for issuance under the Plan, consisting of (i) 2,150,000 shares of Common Stock newly authorized for issuance under the Plan, (ii) 856,233 shares of Common Stock, which represents the number of shares of Common Stock remaining available for issuance under the 'Prior Plans' (as defined in the Plan) as of March 9, 2021, and (iii) 3,617,867 shares of Common Stock underlying equity awards issued under the Prior Plans that were outstanding as of March 9, 2021 and that may be available for future awards under the Plan pursuant to Section 4.1(a) thereof.

A description of the Plan is set forth under 'Proposal No. 4 - Approval of the HNI Corporation 2021 Stock-Based Compensation Plan' in the Corporation's definitive proxy statement filed with the Securities and Exchange Commission ('SEC') on April 12, 2021 (as supplemented, the 'Proxy Statement'), and is incorporated herein by reference.

The foregoing description of the Plan is qualified in its entirety by reference to the full text of the Plan, which is incorporated by reference as Exhibit 10.1 to this Current Report, by reference to Appendix A to the Proxy Statement.

Submission of Matters to a Vote of Security Holders.

At the 2021 Annual Meeting, the proposals listed below were submitted to a vote of the shareholders. The proposals are described in the Proxy Statement. As of March 25, 2021, the record date for the 2021 Annual Meeting, there were 43,535,271 outstanding shares of Common Stock eligible to vote, and 38,417,922 shares were present in person or represented by proxy at the 2021 Annual Meeting.

Proposal No. 1 - Election of Directors. The Corporation's shareholders approved four nominees, Mary A. Bell, Mary K.W. Jones, and Ronald V. Waters, III, for election to the Board for a term expiring at the Corporation's 2024 Annual Meeting of Shareholders, with votes as follows:

Director

% For1

For

Against

Abstain
Broker
Non-Votes
Mary A. Bell 99.78% 34,692,098 792,764 0 2,933,060
Mary K.W. Jones 99.34% 35,101,352 383,510 0 2,933,060
Ronald V. Waters, III 99.10% 33,193,147 2,291,715 0 2,933,060
1Percentage of votes cast, which excludes abstentions (in accordance with Iowa law) and broker non-votes.
The Corporation's other Directors: (i) Jeffrey D. Lorenger, Larry B. Porcellato, and Abbie J. Smith continue to serve as directors for terms ending at the Corporation's 2022 Annual Meeting of Shareholders; and (ii) Miguel M. Calado, Cheryl A. Francis, John R. Hartnett, and Dhanusha Sivajee continue to serve as directors for terms ending at the Corporation's 2023 Annual Meeting of Shareholders.

Proposal No. 2 - Ratification of KPMG LLP as the Corporation's Independent Registered Public Accountant for Fiscal 2021. The Corporation's shareholders ratified the selection of KPMG LLP as the Corporation's independent registered public accountant for the fiscal year ending January 1, 2022, with votes as follows:


% For1
For Against Abstain Broker Non-Votes
99.19% 38,160,059 83,742 174,121 0
1Percentage of votes cast, which excludes abstentions (in accordance with Iowa law).

Proposal No. 3 - Advisory Vote to Approve Named Executive Officer Compensation. The Corporation's shareholders approved, on an advisory basis, the compensation awarded by the Corporation to its Named Executive Officers as disclosed in the Proxy Statement with votes as follows:
% For1
For Against Abstain Broker Non-Votes
97.94% 34,553,248 725,496 206,117 2,933,060
1Percentage of votes cast, which excludes abstentions (in accordance with Iowa law) and broker non-votes.

Proposal No. 4 - Approval of the HNI Corporation 2021 Stock-Based Compensation Plan. The Corporation's shareholders approved the Plan with votes as follows:
% For1
For Against Abstain Broker Non-Votes
96.87% 34,185,845 1,103,395 195,622 2,933,060
1Percentage of votes cast, which includes abstentions pursuant to the NYSE Listed Company Manual but excludes broker non-votes.

Financial Statements and Exhibits.

The following exhibit is filed as part of this Current Report on Form 8-K.

Exhibit No. Description





Disclaimer

HNI Corporation published this content on 28 May 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 28 May 2021 13:38:00 UTC.


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Sales 2021 2 178 M - -
Net income 2021 69,9 M - -
Net Debt 2021 - - -
P/E ratio 2021 26,5x
Yield 2021 -
Capitalization 1 826 M 1 826 M -
Capi. / Sales 2021 0,84x
Capi. / Sales 2022 0,74x
Nbr of Employees 7 500
Free-Float -
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Technical analysis trends HNI CORPORATION
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Income Statement Evolution
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Mean consensus BUY
Number of Analysts 2
Last Close Price 41,93 $
Average target price 49,67 $
Spread / Average Target 18,5%
EPS Revisions
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Jeffrey D. Lorenger Chairman, President & Chief Executive Officer
Marshall H. Bridges Chief Financial Officer & Senior Vice President
Kris Rao Chief Information & Digital Officer, VP
Larry B. Porcellato Lead Independent Director
Cheryl A. Francis Independent Director
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