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): December 14, 2022
FLEXSTEEL INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
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Minnesota (State or other jurisdiction of incorporation) | 0-5151 (Commission File Number) | 42-0442319 (IRS Employer Identification No.) |
385 Bell Street, Dubuque, Iowa 52001-0877
(Address of principal executive offices, including zip code)
563-556-7730
(Registrant’s telephone number, including area code)
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 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))
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. ⃞
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Common Stock, $1.00 Par Value | FLXS | The NASDAQ Stock Market LLC |
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
At the Flexsteel Industries, Inc. (the “Company”) Annual Meeting of Shareholders (“Annual Meeting”) on December 14, 2022, the Company’s shareholders approved the Flexsteel Industries, Inc. 2022 Equity Incentive Plan (the “Plan”). The Plan is a long-term incentive plan pursuant to which awards may be granted to certain employees, independent contractors and directors of the Company, in the form of stock options, stock appreciation rights, restricted stock, restricted stock units, performance units, performance shares or other stock-based awards.
The foregoing description of the Plan is not complete and is qualified in its entirety by the complete terms and conditions of the Plan, which is attached hereto as Exhibit 10.1 and incorporated herein by reference. In addition, the full text of the 2022 Equity Incentive Plan is attached as Appendix A to the Company’s definitive proxy statement on Schedule 14A filed with the SEC on November 1, 2022.
Item 5.07. Submission of Matters to a Vote of Security Holders.
At the Annual Meeting, the Company’s shareholders took the following actions:
1.The shareholders elected three Class III directors to serve as members of the Company’s Board of Directors until the year 2025 Annual Meeting and until their respective successors have been elected and qualified or until their earlier resignation, removal, or termination. The shareholders present in person or by proxy cast the following number of votes in connection with the election of directors, resulting in the election of all director nominees:
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Nominee | Votes For | Votes Withheld |
William S. Creekmuir | 3,277,573 | 378,782 |
M. Scott Culbreth | 3,487,824 | 168,531 |
Jerald K. Dittmer | 3,500,287 | 156,068 |
2.The shareholders approved, on an advisory basis, the compensation of the Company’s named executive officers. There were 3,109,191 votes cast for the proposal; 539,767 votes were cast against the proposal; 7,397 votes abstained, and there were 0 broker non-votes.
3.The shareholders approved Flexsteel Industries, Inc. 2022 Equity Incentive Plan. There were 3,352,350 votes cast for the proposal; 300,650 votes were cast against the proposal; 3,355 votes abstained, and there were 0 broker non-votes.
Item 9.01. Financial Statements and Exhibits.
(d)Exhibits
The following exhibit is furnished as part of this Current Report on Form 8-K:
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| FLEXSTEEL INDUSTRIES, INC. |
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| (Registrant) |
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Date: |
| By: | /s/ G. Alejandro Huerta |
December 16, 2022 |
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| G. Alejandro Huerta |
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| Chief Financial Officer |
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