HNI CORPORATION
408 EAST SECOND STREET
MUSCATINE, IOWA 52761
563/272-7400
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
The 2008 Annual Meeting of Shareholders of HNI Corporation (the "Corporation") will be held at the Holiday Inn, 2915 North Highway 61, Muscatine, Iowa, on Tuesday, May 6, 2008, beginning at 10:30 a.m. (local time), for the following purposes:
| 1. | To elect four Directors for terms of three years each or until their successors are elected and qualify; |
| 2. | To ratify the Audit Committee's selection of PricewaterhouseCoopers LLP as the Corporation's independent registered public accountant for the fiscal year ending January 3, 2009; and |
| 3. | To transact any other business that may properly be brought before the meeting or any adjournment or postponement of the meeting. |
The holders of record of the Corporation's Common Stock, par value $1.00 per share, as of the close of business on March 3, 2008, are entitled to vote at the meeting.
You are encouraged to attend the meeting. We want to keep you informed of the Corporation's activities and progress.
By Order of the Board of Directors,
Steven M. Bradford
Vice President, General Counsel and Secretary
March 19, 2008
PLEASE MARK, SIGN, DATE AND RETURN PROMPTLY THE ENCLOSED PROXY CARD IN THE ENCLOSED POSTAGE PREPAID ENVELOPE, WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING.
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HNI Corporation
408 East Second Street
Muscatine, Iowa 52761
PROXY STATEMENT
FOR ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 6, 2008
We are mailing this Proxy Statement, with the accompanying proxy card, to you on or about March 19, 2008 in connection with the solicitation of proxies by and on behalf of the HNI Corporation (the "Corporation," "we," "our" or "us") Board of Directors (the "Board" or "Directors") for the 2008 annual meeting of shareholders and any adjournment or postponement of that meeting (the "Meeting"). The Meeting will be held on Tuesday, May 6, 2008, beginning at 10:30 a.m., local time, at the Holiday Inn, 2915 North Highway 61, Muscatine, Iowa.
Who can attend and vote at the Meeting?
Shareholders of record as of the close of business on March 3, 2008 (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 matters 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 that 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 for purposes of the Meeting. On the Record Date, there were 44,504,669 Outstanding Shares. For purposes of determining 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.
How do I vote by proxy?
If you properly complete your proxy card and the Corporation's transfer agent, Computershare Investor Services LLC, receives it in time to vote at the Meeting, your "proxy" (one of the individuals named on your proxy card) will vote your shares as you have directed. No postage is required if your proxy card is mailed in the United States in the return envelope that has been enclosed with this Proxy Statement.
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 as follows:
| · | "FOR" the election of the four nominees for Director named on page 4 of this Proxy Statement under "Proposal No. 1 – Election of Directors." |
| · | "FOR" the ratification of the Audit Committee's selection of PricewaterhouseCoopers LLP as the Corporation's independent registered public accountant for the fiscal year ending January 3, 2009, as described on page 10 of this Proxy Statement under "Proposal No. 2 – Ratification of Audit Committee's Selection of PricewaterhouseCoopers LLP as the Corporation's Independent Registered Public Accountant for Fiscal 2008." |
| · | In your proxy's discretion as to any other business which may properly come before the Meeting or any adjournment or postponement of the Meeting. |
How do I vote if my shares of Common Stock are held through a broker, trustee or other nominee?
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, you will need to instruct your broker, trustee or other nominee concerning how to vote your shares. Since a beneficial owner is not the shareholder of record, you may not vote these shares in person at the Meeting unless you obtain a "legal proxy" from the broker, trustee or other nominee that holds your shares, giving you the right to vote the shares at the Meeting. Your broker, trustee or other nominee has enclosed with this Proxy Statement or will provide upon request voting instructions for you to use in directing the broker, trustee or other nominee how to vote your shares.
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 any specific instructions it receives from you. If specific instructions are not received, your broker, trustee or other nominee generally may vote your shares in its discretion, depending on the type of proposal involved. Under New York Stock Exchange ("NYSE") rules, there are certain proposals ("Non-Routine Proposals") on which brokers may not vote without specific instructions from you. If a Non-Routine Proposal comes to a vote at the Meeting, your shares will not be voted on that Non-Routine Proposal, giving rise to what is called a "broker non-vote." Shares represented by broker non-votes will be counted for purposes of determining the existence of a quorum.
At the Meeting, your broker, trustee or other nominee may vote your shares in its discretion with respect to Proposals No. 1 and 2.
Can I change my vote after I return my proxy card?
Yes. You may change your vote at any time before your proxy is voted at the Meeting. To change your vote, you may:
| · | Deliver to the Corporation's Corporate Secretary a written notice revoking your earlier vote; |
| · | Deliver to the Corporation's transfer agent, if you are the shareholder of record, a properly completed and signed proxy card with a later date; |
| · | Deliver to your broker, trustee or other nominee, if your shares are held in "street name," a properly completed and signed proxy card with a later date; or |
| · | Vote in person at the Meeting. |
Your attendance alone at the Meeting will not revoke a previously delivered proxy. If you choose any of the foregoing methods to change your vote, you must take the described action no later than the beginning of the Meeting. Once voting is completed at the Meeting, you will not be able to revoke your proxy or change your vote. Unless your proxy is so revoked or changed, the shares of Common Stock represented by your proxy received by the Corporation's transfer agent will be voted at the Meeting and at any adjournment or postponement of the Meeting.
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 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 material related to the solicitation of proxies by and on behalf of the Board for the Meeting. In addition to the use of the mails, certain of the Corporation's officers may, without additional compensation, solicit proxies in person, by telephone or through other means of communication.
Is my vote confidential?
Proxy instructions, ballots and voting tabulations that identify individual shareholders are handled in a manner that protects your voting privacy. Your vote will not be disclosed either within the Corporation or to third parties, except: (1) as necessary to meet applicable legal requirements; (2) to allow for the tabulation of votes and certification of the vote; and (3) to facilitate a successful proxy solicitation. Occasionally, shareholders provide written comments on their proxy cards, which are then forwarded to the Corporation's management.
How do I get to the Meeting location?
The Meeting is being held at the Holiday Inn, 2915 North Highway 61, Muscatine, Iowa. If driving to the Meeting from the 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 10-12 miles crossing the Mississippi River 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, Holiday Inn is on the right. If driving to the Meeting on I-80, take Exit 271 (Highway 38 South), drive approximately 12 miles to Highway 61, turn left (east) at the traffic light, Holiday Inn is one block on the left.
Who will serve as inspector of elections?
The inspector of elections will be a representative of the Corporation's transfer agent, Computershare Investor Services LLC.
What should I do if I receive more than one set of voting materials?
You may receive more than one set of voting materials, including multiple copies of this Proxy Statement and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you may receive a separate voting instruction card for each brokerage account in which you hold shares in "street name." If you are a shareholder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive.
The Securities and Exchange Commission (the "SEC") has adopted rules that allow us to deliver a single annual report and/or proxy statement to any household at which two or more shareholders reside, whom the Corporation believes to be members of the same family. If you have not previously consented to participate in this program and wish to receive only one copy of future annual reports and/or proxy statements, please write to the Corporation's transfer agent at Computershare Investor Services LLC, Attention: Proxy Unit, P.O. Box 1878, Chicago, Illinois 60690-1878. Your consent to receive only one copy of the annual report and/or proxy statement will remain in effect until the Corporation's transfer agent receives a written revocation notice from you, in which case the Corporation will begin sending individual copies within thirty days thereof. The Corporation will continue to separately mail a proxy card for each registered shareholder account. The Corporation will promptly deliver separate copies of its annual report and/or proxy statement upon request. Shareholders may request such separate copies by writing to the Corporate Secretary at HNI Corporation, 408 East Second Street, Muscatine, Iowa 52761 or calling the Corporation's Assistant Corporate Secretary at 563/272-7590.
Where can I find the voting results of the Meeting?
The Corporation intends to announce preliminary voting results at the Meeting and publish final results in the Corporation's Quarterly Report on Form 10-Q for the second quarter of the Corporation's fiscal year ending January 3, 2009 ("Fiscal 2008").
The 2008 Proxy Statement and annual report to security holders are available at www.hnicorp.com.
The Corporation provides its annual reports, notices to shareholders of the annual meetings and proxy statements over the Internet. If you wish to give your consent to access such documents in the future over the Internet, please check the box in the CONSENT section on your proxy card. These documents will be available on or about March 19, 2008, on the Corporation's website at www.hnicorp.com, under "Investor Information—Annual & Quarterly Reports" and "Investor Information—Proxy Report." Once you give your consent, it will remain in effect until you notify the Corporation that you wish to resume mail delivery of the annual reports and proxy statements. Even though you give your consent, you still have the right at any time to request copies of these documents at no charge.
The Corporation's By-laws (the "By-laws") provide for thirteen Directors. The Board currently consists of thirteen Directors. Twelve of the thirteen Directors are independent Directors as further discussed on page 6 of this Proxy Statement under "Information Regarding the Board – Director Independence." Stan A. Askren, Chairman, President and Chief Executive Officer, is the only Director currently employed by the Corporation and is not independent under the NYSE listing standards pertaining to director independence or the Corporation's categorical independence standards for Directors (the "Categorical Standards").
The Board is divided into three classes. One class is elected each year for a term of three years. Four directors will be elected at the Meeting to serve for a three-year term expiring at the Corporation's 2011 annual meeting of shareholders.
Nominees for Election
The Board is nominating for election at the Meeting each of Miguel M. Calado, Cheryl A. Francis, Larry B. Porcellato and Brian E. Stern for a term of three years (collectively, the "Nominees"). The Nominees elected as Directors at the Meeting will hold office for such term or until their respective successors are elected and qualify, subject to their prior death, resignation or removal.
Ms. Francis and Messrs. Calado, Porcellato and Stern were most recently elected as Directors at the 2005 annual meeting of shareholders. Biographical information about each of the Nominees follows.
Miguel M. Calado, age 52, has been a Director of the Corporation since 2004. Mr. Calado has been a Director and the Chief Financial Officer of Hovione SA, an international fine chemicals company with manufacturing facilities and offices in the USA, Europe and Asia, since 2006. Mr. Calado has also been an advising partner of The Trion Group, a strategic management consulting group based in Dallas, Texas, since 2006 and President of GAMCAL, LLC, an investment company, since 2006. Previously, from 1998 to 2005, he was the Executive Vice President and President, International of Dean Foods Company, a processor and distributor of dairy, soy and specialty foods. Mr. Calado also serves as a member of the Advisory Board for the Business School of Catholic University of Portugal.
Cheryl A. Francis, age 54, has been a Director of the Corporation since 1999. Ms. Francis has been an independent business and financial advisor since 2000 and the Vice Chairman of the Corporate Leadership Center, a not-for-profit organization focused on developing tomorrow's business leaders, since 2002. Ms. Francis is a director of Hewitt Associates Inc. and Morningstar, Inc.
Larry B. Porcellato, age 49, has been a Director of the Corporation since 2004. Mr. Porcellato has been an independent business consultant since February 2007. From 2002 through January 2007, Mr. Porcellato was the Chief Executive Officer of
ICI Paints North America, a manufacturer and distributor of decorative coatings and a subsidiary of Imperial Chemical Industries PLC.
Brian E. Stern, age 60, has been a Director of the Corporation since 1998. Mr. Stern has been a director of Starboard Capital Partners, LLC, a financial sponsor that initiates, finances and partners with management and private equity investors in the acquisition of companies, since July 2007. Previously, from 2004 to June 2007, he 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; and, from 2001 to 2004, he was the President, Xerox Supplies Business Group of Xerox Corporation.
We have no reason to believe that any of the Nominees listed above will be unavailable to serve if elected. However, if any one of them becomes unavailable, the persons named as proxies in the accompanying proxy card 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.
Incumbent Directors
Messrs. Askren, Christensen, Scalzo and Waters comprise a class of Directors whose term will expire at the Corporation's 2009 annual meeting of shareholders. Biographical information about each of these Directors follows.
Stan A. Askren, age 47, has been a Director of the Corporation since 2003. Mr. Askren has also been the Chairman and Chief Executive Officer of the Corporation since 2004 and the President of the Corporation since 2003. Prior to that, he was an Executive Vice President of the Corporation from 2001 to 2003 and President of Allsteel Inc. from 1999 to 2003.
Gary M. Christensen, age 64, has been a Director of the Corporation since 2000 and the Lead Director of the Board since 2005. Mr. Christensen has been active with Wind Point Partners in private equity investment since 2002. Mr. Christensen is a director of United Subcontractors, Inc.
Joseph E. Scalzo, age 49, has been a Director of the Corporation since 2003. Mr. Scalzo has been the President and Chief Executive Officer of WhiteWave and Morningstar Foods Companies, manufacturers of premium food products, since the beginning of 2008 and, from 2005 to 2008, President and Chief Executive Officer of WhiteWave Food Company. Previously, from 2004 to 2005, he was the Group President, Personal Care and Global Value Chain and, from 2001 to 2004, he served as President, Global Personal Care Products, and as a Vice President of The Gillette Company, a marketer and manufacturer of personal care and use products.
Ronald V. Waters, III, age 55, has been a Director of the Corporation since 2002. Mr. Waters has been a Director and the President and Chief Operating Officer of LoJack Corporation, a premier worldwide marketer of wireless tracking and recovery systems for valuable mobile assets and a leader in global stolen vehicle recovery, since February 2007. Previously, from 2004 to 2006, Mr. Waters was the Chief Operating Officer of Wm. Wrigley Jr. Company, a leader in the confectionery industry and the world's largest manufacturer and marketer of gum. From 1999 to 2004, he was the Senior Vice President and Chief Financial Officer of Wm. Wrigley Jr. Company.
Ms. Bell, Ms. Smith and Messrs. Halbrook, Jenkins and Martin comprise a class of Directors whose term will expire at the Corporation's 2010 annual meeting of shareholders. The following is the biographical information about each of these Directors.
Mary H. Bell, age 47, has been a Director of the Corporation since 2006. Ms. Bell has been Vice President, Building Construction Products Division of Caterpillar Inc., the world's leading manufacturer of construction and mining equipment, diesel and natural gas engines and industrial gas turbines, since 2007. Previously, from 2004 to 2007, Ms. Bell was a Vice President of Caterpillar Inc. and Chairman and President of Caterpillar Logistics Services, Inc., a wholly owned subsidiary of Caterpillar Inc. From 2002 to 2004, Ms. Bell was the General Manager of Caterpillar Distribution Services, Logistics Division.
John A. Halbrook, age 62, has been a Director of the Corporation since 2004. Mr. Halbrook has been the Chairman of Woodward Governor Company, a designer, manufacturer, marketer and service provider of energy control solutions for aircraft engines, industrial engines and turbines, power generation and process automation equipment, since 1995. From 1995 to 2005, he was also the Chairman and Chief Executive Officer of Woodward Governor Company. Mr. Halbrook is a director of Amcore Financial Inc.
James R. Jenkins, age 62, has been a Director of the Corporation since 2005. Mr. Jenkins has been the Senior Vice President and General Counsel of Deere & Company (John Deere), the world's leading manufacturer of agricultural and forestry equipment and a major manufacturer of equipment for use in construction and lawn and turf care, since 2000.
Dennis J. Martin, age 57, has been a Director of the Corporation since 2000. Mr. Martin has been an independent business consultant since 2005. Previously, from 2001 to 2005, he was the Chairman, President and Chief Executive Officer of General Binding Corporation, a manufacturer and marketer of binding and laminating office equipment. Mr. Martin is a director of Coleman Cable, Inc.
Abbie J. Smith, age 54, has been a Director of the Corporation since 2000. Ms. Smith has been a Chaired Professor of the University of Chicago's Graduate School of Business, a national leader in higher education and research, since 1999. Ms. Smith is a director of DFA Investment Dimensions Group, Inc., Dimensional Investment Group Inc. and Ryder System, Inc.
Required Vote
Approval of the election of the Nominees as Directors requires the affirmative vote of the holders of a majority of the Outstanding Shares entitled to vote at the Meeting.
Recommendation of the Board
THE BOARD RECOMMENDS A VOTE "FOR" THE ELECTION OF THE NOMINEES AS DIRECTORS. |
Director Independence
For purposes of determining director independence, the Corporation is subject to the NYSE listing standards pertaining to director independence as currently in effect and as they may be changed from time to time and the Categorical Standards.
Pursuant to the NYSE listing standards, no Director qualifies as "independent" unless the Board affirmatively determines that the Director has no material relationship with the Corporation or any of its subsidiaries (either directly or as a partner, shareholder or officer of an organization that has a relationship with the Corporation or any of its subsidiaries). In addition, a Director is not independent under the NYSE listing standards if: (i) the Director is, or has been within the last three years, a member (i.e., employee) of the Corporation, or an immediate family member is, or has been within the last three years, an executive officer of the Corporation; (ii) the Director has received, or has an immediate family member who has received, during any twelve-month period within the last three years, more than $100,000 in direct compensation from the Corporation, other than director and committee fees and pension or other forms of deferred compensation for prior service (provided such compensation is not contingent in any way on continued service); (iii) (A) the Director or an immediate family member is a current partner of a firm that is the Corporation's internal or external auditor; (B) the Director is a current employee of such a firm; (C) the Director has an immediate family member who is a current employee of such a firm and who participates in the firm's audit, assurance or tax compliance (but not tax planning) practice; or (D) the Director or an immediate family member was, within the last three years (but is no longer), a partner or employee of such a firm and personally worked on the Corporation's audit within that time; (iv) the Director or an immediate family member is, or has been within the last three years, employed as an executive officer of another company where any of the Corporation's present executive officers at the same time serves or served on that company's compensation committee; or (v) the Director is a current employee, or an immediate family member is a current executive officer, of a company that has made payments to, or received payments from, the Corporation for property or services in an amount which, in any of the last three fiscal years, exceeds the greater of $1 million, or 2 percent of such other company's consolidated gross revenues.
In addition to the NYSE listing standards pertaining to director independence set forth above, the Corporation adopted the Categorical Standards, which are available on the Corporation's website at www.hnicorp.com. Under the Categorical Standards, the following relationships will not, in and of themselves, be considered material relationships, unless otherwise expressly provided for with respect to a particular interest or relationship, under the NYSE listing standards: (i) contributions or payments (including the provision of goods and services) by the Corporation to a charitable organization (including a
foundation), a university or other not-for-profit organization in which a Director or a Director's immediate family member is a director, trustee, officer or employee, unless the contribution or payment (excluding matching gifts) was: (A) made to an entity for which the Director or the Director's spouse currently serves as a director, trustee or officer and he or she served in such position at the time of the contribution or payment; (B) made within the three fiscal years preceding the date of any determination; and (C) in an amount exceeding the greater of $1,000,000 or two percent of the charitable organization's aggregate annual charitable receipts during the organization's last completed fiscal year prior to the date of the contribution or payment; and (ii) other business relationships between a Director or a Director's immediate family member and the Corporation, such as a purchase by the Corporation of products or services, including consulting, legal or financial advisory services, unless: (A) the Director or the Director's spouse is a partner, officer or 10 percent owner of a company or firm providing such products or services, and he or she held such position at any time within the 12 months preceding the date of any determination; (B) the products or services were provided within the three fiscal years preceding the date of any determination; and (C) the products or services provided during any 12-month period were in an aggregate amount exceeding the greater of $1,000,000 or 1 percent of such company's or firm's consolidated gross revenues for its last completed fiscal year. The Categorical Standards in clause (ii) above do not include business relationships with the Corporation's internal or external auditors that are covered by the criteria set forth above and the NYSE listing standards.
Under the HNI Corporation Corporate Governance Guidelines (the "Governance Guidelines"), at least three-fourths of its Directors must meet the NYSE listing standards pertaining to director independence and the Categorical Standards. The Board has determined that each of the current non-management Directors, including Mary H. Bell, Gary M. Christensen, John A. Halbrook, James R. Jenkins, Dennis J. Martin, Joseph E. Scalzo, Abbie J. Smith, Ronald V. Waters, III (each of whom are current members of the Board), Miguel M. Calado, Cheryl A. Francis, Larry B. Porcellato and Brian E. Stern (each of whom are current members of the Board standing for re-election) and each of the current members of the Audit Committee, the Human Resources and Compensation Committee and the Public Policy and Corporate Governance Committee, has no material relationship with the Corporation (either directly or as a partner, shareholder or officer of an organization that has a relationship with the Corporation) and is independent under the NYSE listing standards and the Categorical Standards.
Mr. Askren does not meet such independence standards because he is the Chairman, President and Chief Executive Officer of the Corporation and is a member of the Corporation.
Board Committees
The Board has three standing committees, the Audit Committee, the Human Resources and Compensation Committee and the Public Policy and Corporate Governance Committee. The Public Policy and Corporate 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 "Corporate Governance – Committee Charters." Shareholders may request a paper copy of the Board's committees' charters by writing to the Corporate Secretary at HNI Corporation, 408 East Second Street, Muscatine, Iowa 52761. Each Director attended at least 75 percent of the total number of committee meetings for the committees on which such Director served that were held during the fiscal year ended December 29, 2007 ("Fiscal 2007").
Audit Committee. The Audit Committee, established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934 (the "Exchange Act"), consists of four independent Directors: Ronald V. Waters, III, Chair, Miguel M. Calado, James R. Jenkins and Joseph E. Scalzo. The Board has determined that each Audit Committee member is "independent" as independence for audit committee members is defined by NYSE listing standards pertaining to director independence, in Exchange Act Rule 10A-3(b)(1) and under the Categorical Standards. The Board has determined that all members of the Audit Committee are financially literate pursuant to NYSE listing standards. The Board has also determined that Messrs. Waters and Calado are each an "audit committee financial expert," as defined by Item 407(d)(5) of Regulation S-K under the Exchange Act. 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 eight times during Fiscal 2007. The Audit Committee appoints the Corporation's independent registered public accountant and reviews the independent registered public accountant's performance, independence, fees and audit plans. The Audit Committee also reviews the annual and quarterly financial statements; internal audit staffing, plans and reports; nonaudit services provided by the independent registered public accountant; the Corporation's insurance coverage; and any other financial matters as directed by the Board.
Human Resources and Compensation Committee. The Human Resources and Compensation Committee (the "Compensation Committee") is comprised of Abbie J. Smith, Chair, Gary M. Christensen, John A. Halbrook and Larry B. Porcellato. Each member of the Compensation Committee is an independent director as that term is defined by the NYSE listing standards pertaining to director independence and under the Categorical Standards. The Compensation Committee met four times during
Fiscal 2007. The Compensation Committee reviews executive compensation, executive succession planning, benefit programs for all members, management's recommendations on election of officers and human resources development and oversees the evaluation of the Chief Executive Officer by the Board.
Public Policy and Corporate Governance Committee. The Public Policy and Corporate Governance Committee (the "Governance Committee") consists of Dennis J. Martin, Chair, Mary H. Bell, Cheryl A. Francis and Brian E. Stern. Each member of the Governance Committee is an independent director as that term is defined by the NYSE listing standards pertaining to director independence and under the Categorical Standards. The Governance Committee met four times during Fiscal 2007. 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; recommends director nominees to the Board for the next annual meeting of shareholders; develops and recommends to the Board corporate governance principles applicable to the Corporation; and oversees the Corporation's finance policy, capital structure and the evaluation of the Board and the Corporation by the Directors.
Director Nominations
The Board has adopted guidelines for identifying and evaluating candidates for Director. Under those guidelines, the Governance Committee takes into account a number of factors when identifying potential nominees, including: possession of the desired skills, experience and abilities identified by the Governance Committee; ability to communicate ideas and contribute to Board deliberations; independence from management; diversity; judgment, skill, integrity and reputation; existing commitments to other businesses; potential conflicts of interest with other pursuits; and legal restraints. 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 then screens the potential candidates and eventually recommends suitable candidates to the Board for nomination.
The Governance Committee will consider candidates for Director recommended by shareholders by applying the criteria for candidates described above and considering the following additional information. Shareholders wishing to recommend a candidate for Director should write to the Corporation's Corporate Secretary before October 1, 2008, and include the following information: a statement that the writer is a shareholder and is recommending a candidate for Director; the name of and contact information for the candidate; a statement of the candidate's business and educational experience; information about each of the factors listed above, sufficient to enable the Governance Committee to evaluate the candidate; a statement detailing any relationship between the candidate and any customer, supplier or competitor of the Corporation; detailed information about any relationship or understanding between the writer or any other shareholder and the candidate; a statement whether such person, if elected, intends to tender, promptly following such person's election or re-election, an irrevocable resignation that is effective 90 days after the date of the certification of the election results upon such person's failure to receive the required vote for re-election at the next meeting at which such person would face re-election; and a statement that the candidate is willing to be considered and will serve as a Director if nominated and elected.
The Corporation does not have any minimum qualifications for Director nominees. However, the Board believes that it should be comprised of Directors with varied and complimentary backgrounds. Directors should also possess the highest personal and professional integrity and ethics and be willing and able to devote the required time to the Corporation.
Processes and Procedures for the Consideration and Determination of Director Compensation by Governance Committee
The Governance Committee is responsible for annually reviewing the compensation paid to Directors for service on the Board and for recommending changes to such compensation to the Board, if appropriate. The Board is responsible for approving Director compensation annually based on recommendations of the Governance Committee. Neither the Governance Committee nor the Board delegates its authority with respect to 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 annual review of Director compensation, which may include recommending changes to such compensation. Although it has not done so recently, the Governance Committee has authority to retain and terminate any consultant to assist in the evaluation of the compensation and benefits for Directors and to approve the consultant's fees and other retention terms.
Processes and Procedures for the Consideration and Determination of Executive Compensation by Compensation Committee
The Compensation Committee is responsible for developing and implementing, subject to Board approval, the Corporation's compensation policies and programs for the Chairman and Chief Executive Officer and other senior executives as further discussed throughout the Compensation Discussion and Analysis (the "CD&A") which begins on page 14 of this Proxy Statement. With regard to senior executives, the Compensation Committee reviews management's recommendation, assesses the compensation of such senior executives and, in Fiscal 2007, recommended for approval to the Board compensation and benefit levels consistent with the Corporation's compensation philosophy and necessary to attract and retain senior executives. For Fiscal 2007, this included determining the following for recommendation to the Board:
| · | Total compensation and benefit levels for senior executives who report to the Chairman, President and Chief Executive Officer; |
| · | Participants in and target and aggregate award levels for the HNI Corporation Executive Bonus Plan (the "Bonus Plan"); and |
| · | Participants in and awards for the HNI Corporation 1995 Stock-Based Compensation Plan (the "1995 Compensation Plan"), the HNI Corporation Long-Term Performance Plan (the "Performance Plan") and the HNI Corporation ERISA Supplemental Retirement Plan (the "ESRP"). |
The Compensation Committee also reviews and approves the salaries for other executive officers of the Corporation who are subject to Section 16 of the Exchange Act and who do not report directly to the Chairman, President and Chief Executive Officer.
Beginning in Fiscal 2008, the Compensation Committee will directly approve the compensation and benefit levels for each senior executive, other than the Chairman and Chief Executive Officer, as described above, except with respect to stock option awards under the HNI Corporation 2007 Stock-Based Compensation Plan (the "2007 Compensation Plan"), which upon shareholder approval in May 2007, replaced the 1995 Compensation Plan, without the need for approval or ratification by the Board.
With regard to the Chairman and Chief Executive Officer, at least annually the Compensation Committee, together with the other independent Directors, evaluates the performance of, and sets the compensation for, such position(s) as follows:
| · | Determines total compensation and benefit levels for the Chairman and Chief Executive Officer; |
| · | Reviews and approves corporate goals and objectives relevant to Chairman and Chief Executive Officer compensation; |
| · | Evaluates the Chairman and Chief Executive Officer's performance in light of such goals and objectives and, together with other independent Directors, determines and approves the Chairman and Chief Executive Officer's compensation level based on this evaluation; |
| · | Reviews the Chairman and Chief Executive Officer's performance evaluation form for appropriateness; |
| · | Issues the Chairman and Chief Executive Officer performance evaluation form to all independent Directors; |
| · | Compiles and reviews the Chairman and Chief Executive Officer performance evaluation results; |
| · | Reviews the Chairman and Chief Executive Officer performance evaluation results with the Board for additional comment; and |
| · | Chair of Compensation Committee reviews the Board's evaluation results of the Chief Executive Officer's performance with the Chairman and Chief Executive Officer. |
In determining the long-term incentive component of Chairman and Chief Executive Officer compensation, the Compensation Committee, together with the other independent Directors, considers the Corporation's performance and shareholder return, the value of similar incentive awards granted to chairmen and chief executive officers in the marketplace and the awards granted to the Corporation's Chairman and Chief Executive Officer in past years. The Corporation uses the Compensation Analysis (as described below under "Annual Incentives" on page 16 of this Proxy Statement) to evaluate the competitiveness of the long-term incentive component of the Chairman and Chief Executive Officer's compensation.
For additional details regarding the process and procedures followed by the Compensation Committee in establishing the Corporation's compensation policies and programs for the Chairman and Chief Executive Officer and other senior executives, including the use of compensation consultants, see "The Role of the Compensation Committee and Independent Consultant" on
page 26 of this Proxy Statement and the Compensation Committee's Charter, which is posted on the Corporation's website at www.hnicorp.com, under "Corporate Governance – Committee Charters."
Board Meetings
The Board held four regular meetings and no special meetings during Fiscal 2007. All Directors attended 100 percent of the total number of meetings of the Board.
In accordance with NYSE listing standards regarding corporate governance, the Corporation's non-management Directors meet at regularly scheduled executive sessions without management present. Mr. Christensen, Lead Director, presides at these executive sessions. The Corporation's non-management Directors met four times during Fiscal 2007.
Director Attendance at Annual Meetings of Shareholders
All Directors are encouraged to attend annual meetings of shareholders when possible. Directors may attend either in person or by telephone. Last year each Director, except Mr. Waters, attended the 2007 annual meeting of shareholders in person.
Shareholder Communications with the Board
Shareholders and interested parties may communicate with the Lead Director, the Chair of the Governance Committee and the 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, Chair of the Governance Committee, Vice President, General Counsel and Secretary or Non-Management Directors at HNI Corporation, 408 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 that are not in the nature of advertising or promotions of a product or service will be promptly forwarded to the appropriate party.
The Audit Committee has selected PricewaterhouseCoopers LLP as the Corporation's independent registered public accountant for Fiscal 2008.
The Board proposes that the shareholders ratify the selection by the Audit Committee of PricewaterhouseCoopers LLP to serve as the Corporation's independent registered public accountant for Fiscal 2008. Pursuant to the Sarbanes-Oxley Act of 2002 and regulations promulgated by the SEC thereunder, the Audit Committee is directly responsible for the appointment of the independent registered public accountant. Although shareholder ratification of the Audit Committee's selection of the independent registered public accountant is not required by the By-laws or otherwise, the Corporation is submitting the selection of PricewaterhouseCoopers LLP to its shareholders for ratification to permit shareholders to participate in this important decision. If the shareholders fail to ratify the Audit Committee's selection of PricewaterhouseCoopers LLP as the Corporation's independent registered public accountant for Fiscal 2008 at the Meeting, the Audit Committee will reconsider the selection, although the Audit Committee will not be required to select a different independent registered public accountant. Representatives of PricewaterhouseCoopers LLP 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" THE RATIFICATION OF THE AUDIT COMMITTEE'S SELECTION OF PRICEWATERHOUSECOOPERS LLP AS THE CORPORATION'S INDEPENDENT REGISTERED PUBLIC ACCOUNTANT. |
The Board has adopted a written charter for the Corporation's Audit Committee. A current copy of the charter is available on the Corporation's website at www.hnicorp.com, under "Corporate Governance – Committee Charters." The primary functions of the Audit Committee are set forth in its charter and on page 7 of this Proxy Statement under "Board Committees."
All members of the Audit Committee are independent as defined in Section 303A.02 of the NYSE Listed Company Manual, Exchange Act Rule 10A-3(b)(1) and the Categorical Standards.
Management has represented to the Audit Committee that the Corporation's consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States of America, and the Audit Committee has reviewed and discussed the consolidated financial statements with management and PricewaterhouseCoopers LLP, the Corporation's independent registered public accountant. Management has also represented that it has assessed the effectiveness of the Corporation's internal control over financial reporting as of December 29, 2007, and has determined that, as of that date, the Corporation maintained effective internal control over financial reporting. The Audit Committee has reviewed and discussed with management and the Corporation's independent registered public accountant this assessment of internal control over financial reporting. The Audit Committee has also discussed with the Corporation's independent registered public accountant its evaluation of the accounting principles, practices and judgments applied by management, and the Audit Committee has discussed any items required to be communicated to it by the Corporation's independent registered public accountant in accordance with regulations promulgated by the SEC and the Public Company Accounting Oversight Board and standards established by the American Institute of Certified Public Accountants and the Independence Standards Board, including, but not limited to, the matters required to be discussed by SAS 61, as amended (Codification of Statements on Auditing Standards, AU Section 380).
The Audit Committee received and reviewed the written disclosures and the letter from the Corporation's independent registered public accountant required by Independence Standard No. 1, Independence Discussions with Audit Committees, as amended, and discussed with the Corporation's independent registered public accountant its independence.
Based on the reviews and discussions referred to above, the Audit Committee recommended to the Board that the financial statements referred to above be included in the Corporation's Annual Report on Form 10-K for the year ended December 29, 2007, for filing with the SEC.
AUDIT COMMITTEE
Ronald V. Waters, III, Chair
Miguel M. Calado
James R. Jenkins
Joseph E. Scalzo
The following table sets forth the aggregate fees billed to the Corporation for the audit and other services provided by PricewaterhouseCoopers LLP for Fiscal 2007 and for the fiscal year ended December 30, 2006 ("Fiscal 2006"):
| Fiscal 2007 | Fiscal 2006 | |||||||
Audit Fees (1) | $ | 986,459 | $ | 1,387,309 | ||||
Audit-Related Fees (2) | - | 26,685 | ||||||
| Tax Fees | - | - | ||||||
| All Other Fees | - | - | ||||||
| Total | $ | 986,459 | $ | 1,413,994 | ||||
| (1) | Audit fees represent fees for professional services provided in connection with the audit of the financial statements, review of quarterly financial statements and audit services provided in connection with other statutory or regulatory filings. |
| (2) | Audit-related fees consisted primarily of accounting consultations. |
Pre-Approval of Fees
The Audit Committee has delegated to the Chair of the Audit Committee authority to pre-approve audit-related and non-audit services not prohibited by law to be performed by the Corporation's independent registered public accountant and associated fees. The Chair must report any decisions to pre-approve such audit-related or non-audit related services and fees to the Audit Committee at its next regular meeting. The delegated approvals for Fiscal 2006 were within the 5 percent de minimis exception permitted by the Sarbanes-Oxley Act of 2002 and were recognized at the time of engagement as non-audit services.
The Corporation has adopted a written policy (the "Policy") for review of transactions between the Corporation (including the Corporation's subsidiaries) and its Directors, executive officers and other related persons. The transactions subject to the Policy include any transaction, arrangement or relationship (including charitable contributions and including any series of similar transactions, arrangements or relationships) with the Corporation in which any Director, executive officer or other related person has a direct or indirect material interest except:
| · | Transactions available to all members generally; |
| · | Transactions involving less than $100,000 when aggregated with all similar transactions; |
| · | Transactions involving compensation or indemnification of executive officers and Directors duly authorized by the appropriate Board committee; |
| · | Transactions involving reimbursement for routine expenses in accordance with Corporation policy; and |
| · | Purchases of any products on the same terms available to all members generally. |
The Corporation's Office of the General Counsel (the "General Counsel") performs the initial review of all transactions subject to the Policy. Factors to be considered by the General Counsel in reviewing the transaction include:
| · | Whether the transaction is in conformity with the Corporation's Integrity Manual (i.e., Code of Business Conduct and Ethics), the Governance Guidelines, the By-laws and other related policies, including Outside Business Activities of Officers and Managers, Outside Directorships of Officers and Conflicts of Interest, and is in the best interests of the Corporation; |
| · | Whether the transaction would be in the ordinary course of the Corporation's business; |
| · | Whether the transaction is on terms comparable to those that could be obtained in arm's length dealings with an unrelated third party; |
| · | The disclosure standards set forth in Item 404 of Regulation S-K under the Exchange Act or any similar provision; and |
| · | Whether the transaction could call into question the status of any Director or Director nominee as an independent director under the NYSE listing standards pertaining to director independence and the Categorical Standards. |
After reviewing the terms of the proposed transaction and taking into account the factors set forth above, the General Counsel will either:
| · | Approve the transaction if it is to be entered into in the ordinary course of the Corporation's business, is for an aggregate amount of $120,000 or less and is on terms comparable to those that could be obtained in arm's length dealings with an unrelated third party; |
| · | Disallow the transaction if it is not in the best interests of the Corporation; |
| · | Recommend that the Audit Committee review the transaction in advance; or |
| · | Allow the transaction, subject to ratification by the Audit Committee, but only if the interests of the Corporation will be best served by allowing the transaction to proceed. |
At each regularly scheduled Audit Committee meeting, the General Counsel shall report each known transaction to be entered into by the Corporation and to be considered by the Audit Committee, including the proposed aggregate value of each transaction and any other relevant information. After review, the Audit Committee shall approve, ratify or disallow each such transaction in accordance with the guidelines set forth above.
For purposes of the Policy, an "executive officer" is an executive officer of the Corporation subject to Section 16 of the Exchange Act.
For purposes of the Policy, a "related person" is:
| · | An executive officer, Director or Director nominee of the Corporation; |
| · | A person who is an immediate family member (including a person's spouse, parents, stepparents, children, stepchildren, siblings, fathers and mothers-in-law, sons and daughters-in-law, brothers and sisters-in-law, and anyone (other than members) who share such person's home) of an executive officer, Director or Director nominee; |
| · | A shareholder owning in excess of 5 percent of the Corporation's voting securities (or its controlled affiliates), or an immediate family member of such 5 percent shareholder; or |
| · | An entity which is owned or controlled by a related person or an entity in which a related person has a substantial ownership interest. |
Terrence L. and Loretta B. Mealy (collectively, "Mealy"), who beneficially own more than 5 percent of Common Stock, own two properties in Muscatine, Iowa indirectly through three separate companies controlled by Mealy (collectively, the "Mealy Entities"), portions of which are leased to one of the Corporation's subsidiaries pursuant to separate leases. The approximate amount the Corporation paid to the Mealy Entities in Fiscal 2007 under such leases was $325,758. The Corporation's subsidiary has leased space at one of the two properties in question since at least 2000 pursuant to a month-to-month lease and leased additional space at the same property pursuant to three separate leases – one entered into in June 2006 which expired in May 2007 but continued on a month-to-month basis until August 2007 and two entered into in September 2007. The same subsidiary has leased space at the other property in question since at least 2006 pursuant to a month-to-month lease.
In March 2007, one of the Corporation's subsidiaries entered into a multi-year office furniture purchase agreement with Dean Foods Company ("Dean Foods"), pursuant to which Dean Foods purchased approximately $1.1 million of office furniture in 2007. Dean Foods is the parent company of WhiteWave and Morningstar Foods Companies ("WhiteWave"), and Joseph E. Scalzo, a Director of the Corporation, is the President and Chief Executive Officer of WhiteWave. Mr. Scalzo was not involved with and did not have any interest in this transaction. The Corporation did not become aware of the related party implications of the agreement with Dean Foods until after the agreement was negotiated and signed. At that time, the Corporation's General Counsel approved the transaction and informed the Audit Committee in accordance with the Policy.
The Corporation maintains a Code of Business Conduct and Ethics (the "Ethics Code") as part of its corporate compliance program. The Ethics Code applies to all Directors and members, including the Corporation's principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions. The Ethics Code is available on the Corporation's website at www.hnicorp.com, under "Corporate Governance—Code of Conduct." 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 such amendment or waiver. Shareholders may request a paper copy of the Ethics Code by writing to the Corporate Secretary at HNI Corporation, 408 East Second Street, Muscatine, Iowa 52761.
The Governance Guidelines are available on the Corporation's website at www.hnicorp.com, under "Corporate Governance—Governance Guidelines." Shareholders may request a paper copy of the Governance Guidelines by writing to the Corporate Secretary at HNI Corporation, 408 East Second Street, Muscatine, Iowa 52761.
Overview of Objectives
Our executive compensation program has a pay-for-performance philosophy that aligns the interests of executives with those of our shareholders. The program is designed to support annual and long-term business goals by rewarding our executives for creating aggressive profitable growth and long-term value for shareholders.
The objectives of our executive compensation program are to:
| · | attract, motivate and retain highly qualified executives; |
| · | link total compensation to both individual performance and the performance of the Corporation or relevant operating unit or operating segment; |
| · | appropriately balance incentives for short-term and long-term performance; and |
| · | align executive and shareholder interests by including equity as a component of total compensation. |
Elements of Compensation Program
Our executive compensation program includes three key elements: base salary, annual incentive compensation under the Bonus Plan and long-term incentive compensation under the Performance Plan and the 2007 Compensation Plan. We believe that total compensation is the key factor in determining the level of compensation for our executives and, using the market compensation survey reports described below, we consider all three elements of executive compensation in determining the amounts for each individual element.
Our executive compensation strategy is to target total compensation, including base salary, short-term or annual incentives and long-term incentives, at approximately 100 percent of the market median. Our compensation strategy emphasizes pay for performance by setting base salary targets at 90 percent of the market median and allocating a greater portion of executive compensation to performance-based incentive compensation programs.
Base Salary
Base salary is the basic element of our executive compensation program and the foundation for setting our incentive compensation target awards. With the other independent Directors, the Compensation Committee evaluates and approves the base salary of the Corporation's Chairman, President and Chief Executive Officer (the "CEO"). During Fiscal 2007, the Compensation Committee recommended and the Board approved the base salaries of the Corporation's Chief Financial Officer (the "CFO"), and the three other most highly compensated executives. In order to simplify and streamline Board and Compensation Committee responsibilities and functions pertaining to executive compensation, beginning in Fiscal 2008, the Compensation Committee alone will approve the base salary for the CFO and the three other most highly compensated executives. Throughout the CD&A, the CEO, CFO and three other most highly compensated executives are referred to collectively as the "Named Executive Officers."
Criteria for Determining Base Salary. We derive the base salary market median from the three market compensation survey reports discussed in further detail below. As disclosed above, the Compensation Committee generally sets base salary targets at 90 percent of the market median. In most cases, the Compensation Committee sets base salary for an executive between 80 and 120 percent of the below-market base salary target noted above resulting in a range of between 72 and 108 percent of the market median. Based on individual circumstances, however, actual base salaries may be higher or lower. For Fiscal 2007, the base salaries for each of the Named Executive Officers fell within the base salary range noted above. The Compensation Committee uses the following factors in determining base salary, including when it considers setting base salary outside of the base salary range noted above:
| · | the duties, complexities and responsibilities of the position; |
| · | salary levels of comparable positions both within and outside the Corporation which are based in part on the survey reports described below; |
| · | potential for advancement; |
| · | individual performance and competency; and |
| · | the length and nature of a Named Executive Officer's experience. |
The Compensation Committee annually reviews base salaries paid to the Corporation's executives using the following commercially available, broad-based, comparative market compensation survey reports developed by independent professional organizations (the "Survey Reports"):
| · | Towers Perrin Human Resources Services ("Towers Perrin") Compensation Data Bank – Executive Compensation Database – Single Regression Report; |
| · | Mercer Human Resource Consulting ("Mercer") – US Mercer Benchmark Database – Executive Survey; and |
| · | Watson Wyatt Data Services ("Watson Wyatt") – Comp Calculator – Top Management Compensation. |
The Survey Reports made available by Towers Perrin, Mercer and Watson Wyatt cover a significant number of companies over a broad range of industries. A list of the companies participating in the Survey Reports is attached to this Proxy Statement as Appendix A.
For purposes of the Compensation Committee's review, management provides information that combines and averages market data from the Survey Reports to balance data outliers and increase reliability. No particular industry peer group is selected for competitive review because we compete for executives within industries other than the office furniture and hearth products industries. The Compensation Committee believes that the size of the business and scope of the executive officer's responsibility are the most important benchmarking factors for attracting and retaining executive officers. In establishing appropriate compensation targets for our executives, management correlates business revenue and compensation across various industries to compare executives with responsibilities of similar size and scope.
Based on the factors identified above and the data derived from the Survey Reports, the Board has typically increased the annual base salary for each of the Named Executive Officers at the Compensation Committee's annual review of each such officer's base salary. The Compensation Committee normally conducts annual base salary reviews at the Board meeting prior to the anniversary date of each officer's appointment. The Compensation Committee conducts the CEO's annual base salary review at the February Board meeting. At the February 2008 Board meeting, the CEO requested that he not be considered for a base salary increase at such time due to current economic uncertainty. The Compensation Committee honored his request.
Fiscal 2007 Base Salary. In Fiscal 2007, the Compensation Committee, after reviewing the criteria described above, set (1) base salary targets for each Named Executive Officer at 90 percent of the market median, which was derived from the Survey Reports as described above and (2) base salaries for each Named Executive Officer between 80 and 120 percent of the base salary target. The table below sets forth for each Named Executive Officer the following: annual base salary as of the last day of Fiscal 2007; market median annual base salary for comparable positions based on our review of the Survey Reports; annual base salary as a percentage of market median; annual base salary target (90 percent of market median annual base salary); and annual base salary as a percentage of target. The variations in annual base salary among each of the Named Executive Officers are based on their individual performance against the criteria for determining base salary set forth above.
| Named Executive Officer | Annual Base Salary ($)(1) | Market Median Annual Base Salary ($) | Percentage of Market Median (%) | Annual Base Salary Target ($) | Percentage of Annual Base Salary Target (%) |
Stan A. Askren Chairman, President and Chief Executive Officer, HNI Corporation | 735,004 | 834,111 | 88 | 750,700 | 98 |
Jerald K. Dittmer Vice President and Chief Financial Officer, HNI Corporation | 324,501 | 402,111 | 81 | 361,900 | 90 |
Bradley D. Determan Executive Vice President, HNI Corporation President, Hearth & Home Technologies Inc. | 286,915 | 336,556 | 85 | 302,900 | 95 |
| Named Executive Officer | Annual Base Salary ($)(1) | Market Median Annual Base Salary ($) | Percentage of Market Median (%) | Annual Base Salary Target ($) | Percentage of Annual Base Salary Target (%) |
Eric K. Jungbluth Executive Vice President, HNI Corporation President, The HON Company | 357,502 | 384,889 | 93 | 346,400 | 103 |
Marco V. Molinari Executive Vice President, HNI Corporation President, HNI International Inc. | 319,501 | 359,778 | 89 | 323,800 | 99 |
Notes
| (1) | This column sets forth the annual base salary for each of the Named Executive Officers as of the last day of Fiscal 2007, which amounts differ from those set forth in the salary column of the Summary Compensation Table for Fiscal 2007 and Fiscal 2006 (the "Summary Compensation Table"). The amounts set forth in the salary column of the Summary Compensation Table reflect the actual salary earned by each of the Named Executive Officers during Fiscal 2007. We typically increase the annual base salary for each of the Named Executive Officers once per year at the Board meeting prior to the anniversary date of their appointment and such increases are usually 10 percent or less. For example, on February 14, 2007, the Board increased Mr. Askren's annual base salary from $704,250 to $735,004, a 4.4 percent increase. Hence, for the first seven weeks of Fiscal 2007, Mr. Askren earned $95,415, and for the last 45 weeks of Fiscal 2007, Mr. Askren earned $636,062, for a total salary earned during Fiscal 2007 of $731,477. |
Annual Incentives
The Named Executive Officers are eligible for annual incentive compensation under the Bonus Plan, which was re-approved by shareholders at the 2005 annual meeting of shareholders. We use the Bonus Plan to motivate executives annually to achieve specific financial performance goals and individual strategic objectives. In Fiscal 2007, the Compensation Committee recommended and the Board approved the annual incentive targets under the Bonus Plan, set as a percent of base salary, for each of the Named Executive Officers. The CEO's 2007 annual incentive target is equal to 100 percent of the CEO's annual base salary as of the end of Fiscal 2007. The other Named Executive Officers have 2007 annual incentive targets ranging from 75 to 80 percent of their annual base salary as of the end of Fiscal 2007. The CEO's annual incentive target is a greater percentage of his base salary than the targets for the other Named Executive Officers because the CEO has the greatest potential impact on the Corporation's annual strategic objectives. In order to simplify and streamline Board and Compensation Committee responsibilities and functions pertaining to executive compensation, beginning in Fiscal 2008, the Compensation Committee will approve the annual incentive targets for each of the Named Executive Officers except the CEO, whose target will continue to be approved by the Board after recommendation by the Compensation Committee.
As noted above, our executive compensation strategy is to target total compensation, including base salary, short-term incentives and long-term incentives, at approximately 100 percent of the market median. The Compensation Committee believes that the market level of incentive compensation remains relatively consistent from year to year and, accordingly, retains an independent consultant every three to five years to conduct a thorough, competitive review and analysis of our total executive compensation program. Mercer, a national compensation consulting firm, most recently conducted this analysis in late 2004 (the "Compensation Analysis"), and the Compensation Committee utilized this analysis to establish annual and long-term incentive targets for the Named Executive Officers for 2005, 2006 and 2007. Management annually monitors the market level of annual and long-term incentive compensation using the Survey Reports and the same benchmarking approach as described above under "Base Salary – Criteria for Determining Base Salary" on page 14 of this Proxy Statement.
The Compensation Committee establishes or recommends to the Board for approval annual incentive targets under the Bonus Plan for each of the Named Executive Officers slightly above the market median for annual incentive compensation to offset the fact that base salary targets are set slightly below the market median, emphasize pay for performance and encourage the achievement of established financial performance goals and individual strategic objectives. The above-market annual incentive targets, after taking into account the below-market base salary targets, provide an opportunity for Named Executive Officers to earn market-competitive cash compensation. To achieve a payout at 100 percent of target, executives must achieve superior results relative to economic and competitive conditions.
The annual incentives are weighted 60 percent on attainment of the Corporation's (or one of the Corporation's particular operating unit's) annual financial performance goals and 40 percent on attainment of individual strategic objectives. We believe this weighting encourages the proper focus by the Named Executive Officers on both annual financial returns and individual contributions to the Corporation's strategic objectives.
Financial Goals. We believe financial performance goals create a strong and objective link between executive compensation and shareholder value creation. We use economic profit as the measurement for financial performance goal achievement because it promotes the simultaneous optimization of growth, earnings and capital efficiency. We define economic profit as after-tax operating profit less a capital charge for invested capital. We believe economic profit is the best indicator of long-term shareholder value creation and correlates well with long-term stock price appreciation because it accounts for the investment required to generate a return by including a capital charge on invested capital.
Each year, the Compensation Committee evaluates historical performance, peer performance, external macroeconomic forecasts, market performance expectations for the Corporation and industry peers and other relevant data to determine the reasonableness of all financial performance goals and maintain a strong alignment of pay and performance. In addition, management prepares an annual financial plan that the Board approves and the Compensation Committee utilizes to establish economic profit goals that the Board also approves. The economic profit goals are based on current strategic market conditions (e.g., downturn in the housing market, strong corporate earnings) and business opportunities (e.g., launch of new product line or integration of recently acquired business) factored into the annual financial plan.
The Compensation Committee ties the economic profit goals to a predetermined payout percentage set forth in an award matrix. Payout achievement percentages range between 0 and 200 percent of target based on economic profit achievement. As part of our compensation philosophy, the Compensation Committee establishes and, in 2007, established economic profit achievement representing a 100 percent payout level as an aggressive but achievable goal for the Corporation as a whole or any operating unit based on economic and competitive conditions at the time goals are established. If a threshold level of economic profit is not achieved, no payout is made with respect to the financial component of the annual incentive. A 50 percent payout level reflects threshold performance required to justify a payout, while a 200 percent payout level represents the maximum incentive for exceptional performance. We expect that (1) payout levels will be between 80 and 120 percent of target in most years and average approximately 100 percent of target over time and (2) failure to achieve a 50 percent payout level or achievement of a 200 percent payout level will occur infrequently.
The Board sets separate economic profit goals for the Corporation and each operating unit to align executives' interests with the financial performance of either the Corporation or their individual area of responsibility, which may be one or more individual operating units. The goals of the CEO and the CFO are linked to the overall economic profit of the Corporation. The goals of the other Named Executive Officers are linked to the economic profit of their specific areas of responsibility.
The financial component of the annual incentive awards for Messrs. Askren and Dittmer is based on achievement of the economic profit goal of the Corporation as a whole because both are executive officers of the Corporation and responsible for its overall economic performance. For Fiscal 2007, the economic profit goal for the Corporation as a whole was $57,891,000, and economic profit achievement was $65,198,000.
The financial component of Mr. Determan's annual incentive award is based on achievement of the economic profit goal of Hearth & Home Technologies Inc. ("HHT"), the Corporation's operating unit for which he is responsible (HHT is the only operating unit included in the Corporation's hearth products operating segment). The economic profit goal for HHT was $(2,502,000), and economic profit achievement was $(5,158,000).
The financial component of Mr. Jungbluth's annual incentive award is based on achievement of the economic profit goal of The HON Company ("HON"), the Corporation's operating unit for which he is responsible. The financial component of Mr. Molinari's annual incentive award is based on achievement of the economic profit goals of HNI International Inc. ("HNII"), the Corporation's operating unit for which he is responsible, and Lamex, the Corporation's Chinese subsidiary for which he is also responsible. In addition, the financial component of Mr. Molinari's annual incentive award is increased or decreased based on the level of Lamex sales (i.e., for a given level of economic profit achievement, the greater the level of Lamex sales, the greater the financial component of Mr. Molinari's annual incentive award). The Corporation considers the economic profit goals and achievements of HON, HNII and Lamex to be confidential.
As for all Named Executive Officers, the economic profit performance goals for Messrs. Jungbluth and Molinari require superior performance by such officers and their corresponding operating units and areas of responsibility. Nonetheless, because we expect superior performance on a consistent basis, the Corporation and its operating units expect to achieve the annual
economic profit performance goals when such goals are established. Accordingly, we expect Messrs. Jungbluth and Molinari to achieve 100 percent of target over time on the financial incentive component of their respective annual incentive compensation award under the Bonus Plan.
The amount of the annual incentive attributable to financial performance goals for each of the Named Executive Officers is listed in the chart below. The chart also includes specific payouts and target percentages for each of the Named Executive Officers.
Individual Strategic Objectives. Each Named Executive Officer's individual strategic objectives are based on broad strategic objectives of the Corporation or a particular operating unit and are defined and measured within the calendar year. The independent Directors annually review and approve the CEO's individual strategic objectives. The CEO annually reviews and approves the individual strategic objectives of each of the other Named Executive Officers. Individual strategic objectives are designed to focus each Named Executive Officer on those matters having a significant impact on his individual area of responsibility. A summary of each Named Executive Officer's individual strategic objectives for 2007 is set forth below.
Mr. Askren. Mr. Askren's individual strategic objectives were to (1) strengthen the Corporation's market position by implementing growth initiatives, streamlining business process and product lines and executing an international expansion strategy and (2) enhance culture and capabilities by retaining and expanding a strong management team and improving diversity.
Mr. Dittmer. Mr. Dittmer's individual strategic objectives were to (1) reduce the Corporation's operating costs through corporate reporting capabilities and Rapid Continuous Improvement initiatives, (2) strengthen the Corporation's market position by providing effective finance and information technology services and managing long-term cash and capital structure and (3) enhance culture and capabilities by recruiting and developing the information technology and finance teams and improving diversity.
Mr. Determan. Mr. Determan's individual strategic objectives were to (1) strengthen the market position of the hearth products operating segment by increasing product sales and identifying market opportunities and (2) reduce operating costs by increasing total inventory turns and reducing OSHA recordables and lost-time injuries.
Mr. Jungbluth. Mr. Jungbluth's individual strategic objectives were to (1) strengthen the market position of HON through sales growth, market share and product development, (2) reduce operating costs through Rapid Continuous Improvement initiatives, enhanced productivity, inventory control and improved procurement efforts and (3) enhance HON's culture and capabilities by recruiting and retaining skill and talent and improving diversity.
Mr. Molinari. Mr. Molinari's individual strategic goals were to (1) strengthen the Corporation's international market position through product development and sourcing capabilities, (2) reduce international operating costs by Rapid Continuous Improvement initiatives and procurement processes and (3) enhance international culture and capabilities by improving depth of skill and talent and improving succession planning processes.
At year-end, each of the Named Executive Officers evaluates his performance against his individual strategic objectives. Next, the CEO, after reviewing these self-evaluations, recommends the achievement percentage for each of the other Named Executive Officers' individual strategic objectives for Compensation Committee approval, and the independent Directors, after reviewing the CEO's self-evaluation, determine the achievement percentage of the CEO's individual strategic objectives. Achievement percentages range from 0 to 125 percent. There is no threshold performance level for the individual strategic objective component of the annual incentive. The individual strategic objectives of each of the Named Executive Officers represent aggressive goals that are challenging to achieve. Historically, achievement of 100% is difficult and most achievement percentages have ranged between 75 and 95 percent, although future achievement percentages may vary from year to year. The amount of annual incentive attributable to individual strategic objectives for each of the Named Executive Officers is set forth in the chart below.
For each Named Executive Officer, achievement of individual strategic objectives accounts for 40 percent of the current year's annual incentive award under the Bonus Plan. If a Named Executive Officer fails to achieve an individual strategic objective, the portion (40 percent) of the Named Executive Officer's annual incentive award based solely on achievement of individual strategic objectives will be reduced. Moreover, the failure to achieve individual strategic objectives is considered, together with other factors discussed above under "Base Salary" on page 14 of this Proxy Statement, by the independent Directors or the Compensation Committee in establishing the officer's base salary for the following fiscal year. Due to the importance of each of the Named Executive Officers to the financial performance of the Corporation, the Compensation Committee also believes
that a low level of achievement by a Named Executive Officer on his individual strategic objectives could, in some years, impact the Corporation's financial performance and decrease the portion (60 percent) of the officer's annual incentive award based solely on the Corporation's financial performance.
The chart below sets forth detailed information regarding the calculation of the annual incentive awards under the Bonus Plan for each of the Named Executive Officers for Fiscal 2007:
Participant | 12/28/07 Annual Base Salary ($) | Target % of Annual Base Salary (%) | Annual Incentive Award Target ($) | Actual Annual Incentive Award Attributable to Financial Goals (Financial Performance Goal) ($) | Actual Annual Incentive Award Attributable to Strategic Objectives (Individual Strategic Objective) ($) | Annual Incentive Award Payout ($) |
| Stan A. Askren (1) | 735,004 | 100 | 735,004 | 599,764 | 279,296 | 879,060 |
| Jerald K. Dittmer | 324,501 | 75 | 243,376 | 198,594 | 87,616 | 286,210 |
| Bradley D. Determan | 286,915 | 75 | 215,186 | 107,163 | 77,467 | 184,630 |
| Eric K. Jungbluth (2) | 357,502 | 75 / 80 | 274,658 | 250,488 | 98,877 | 349,365 |
| Marco V. Molinari | 319,501 | 75 | 239,626 | 198,410 | 86,265 | 284,675 |
Notes
| (1) | The Compensation Committee honored Mr. Askren's request to receive approximately $222,058 of his annual incentive award under the Bonus Plan in the form of Common Stock. |
| (2) | At the August 2007 Board meeting, the Compensation Committee approved the increase of Mr. Jungbluth's annual incentive award target from 75 to 80 percent of his annual base salary. The increase recognized Mr. Jungbluth's increased responsibilities and performance. The amount reflected in the annual incentive award target column for Mr. Jungbluth was prorated to reflect this mid-year increase. |
The Compensation Committee recommends and the Board approves the payment of the CEO's annual incentive award under the Bonus Plan. The Compensation Committee approves the payment of the annual incentive awards for the other Named Executive Officers. The awards are paid in February following the fiscal year for which they are earned, subject to a participant's employment with the Corporation on the last day of the fiscal year for which an award is earned. The awards are paid in cash unless the executive requests and the Compensation Committee approves taking the payment or part of the payment in the form of Common Stock. All of the Named Executive Officers, except for the CEO, received 100 percent of their respective Fiscal 2007 annual incentive awards in cash. The Compensation Committee honored the CEO's request to receive approximately 25 percent of his Fiscal 2007 annual incentive award in the form of Common Stock.
Long-Term Incentives
We design long-term incentives to focus executives on long-term value creation and to provide balance to the annual incentives. We provide long-term incentives through (1) annual Performance Plan awards with rolling three-year performance periods and (2) annual stock option grants to select executives, including all of the Named Executive Officers under the 2007 Compensation Plan or the 1995 Compensation Plan. As discussed below, we believe the two types of long-term incentives provide a balance between emphasizing financial performance (the Performance Plan) and stock price performance (stock options). We generally set targeted long-term incentive compensation for each of the Named Executive Officers at the market median consistent with our executive compensation strategy noted above.
For Fiscal 2007, the Board granted all incentive awards under the Performance Plan, whether in the form of cash or stock, in February 2008 (the year following the end of the fiscal year for which the incentive awards are earned). The Board holds a scheduled meeting the second full week of February after the prior fiscal year's results are available to facilitate the determination of the Performance Plan awards for each of the Named Executive Officers. In order to simplify and streamline Board and Compensation Committee responsibilities and functions pertaining to executive compensation, beginning in Fiscal
2008, the Compensation Committee will grant all incentive awards under the Performance Plan for the CFO and the three other most highly compensated executives. For the CEO, the Compensation Committee will continue to recommend grants of incentive awards under the Performance Plan to the Board for approval.
For administrative convenience and because year-end results are first available at that time, the Board typically awards stock options under the 2007 Compensation Plan only once per year at the Board's February meeting. However, the Board may grant stock options or Performance Plan awards throughout the year for a new hire, a significant promotion or other special circumstances. In Fiscal 2007, the Board granted all stock options for the Named Executive Officers at the Board's February meeting.
The CEO's long-term incentive award target is equal to 200 percent of base salary, which approximates the market median for long-term incentive compensation. One-quarter of the CEO's long-term incentive awards, or 50 percent of base salary, is granted as Performance Plan awards, and three-quarters, or 150 percent of base salary, is granted as stock options. The other Named Executive Officers' long-term incentive award targets fall between 125 and 150 percent of base salary: Mr. Dittmer – 125 percent; Mr. Determan – 150 percent; Mr. Jungbluth – 150 percent; and Mr. Molinari – 150 percent. As with the CEO, the long-term incentive award target for each of the other Named Executive Officers is set approximately at the market median. One-half, or between 62.5 and 75 percent of base salary, of the other Named Executive Officers' long-term incentive awards is delivered as Performance Plan awards, and the other half is delivered as stock options. The Board annually evaluates the award targets and determines the appropriate balance between Performance Plan awards and stock options for each of the Named Executive Officers.
Performance Plan. The Board approved the Performance Plan in 2000 and amended it in 2004 and 2007. The shareholders approved the Performance Plan at the 2005 annual meeting of shareholders. The Performance Plan reinforces our goal of long-term shareholder value creation. Performance Plan awards are granted annually. The payout value of each award is determined after a three-year performance period and is based on cumulative economic profit during the three-year period. Economic profit is used as the performance measure for the Performance Plan for the reasons set forth above under "Annual Incentives – Financial Goals" on page 17 of this Proxy Statement.
Awards under the Performance Plan are based on separate financial goals for the Corporation overall and each of the Corporation's two operating segments, office furniture and hearth products. The CEO's and the CFO's performance is measured against the Corporation as a whole, and the performance of the other Named Executive Officers is measured against their respective operating segments.
The Compensation Committee recommends and the Board approves cumulative three-year economic profit goals based on the same current strategic market conditions and business opportunities on which the economic profit goals for the annual incentive awards are based, but with a longer time horizon (three years as opposed to one year). Examples of such conditions and opportunities are noted above under "Annual Incentives – Financial Goals" on page 17 of this Proxy Statement.
The Compensation Committee ties the economic profit goals to a predetermined payout percentage set forth in an award matrix. Performance Plan awards are not paid unless threshold level of cumulative economic profit is achieved, but when paid, range from 50 to 200 percent, depending on cumulative economic profit achievement, with 100 percent as the target. Fifty percent of target is the minimum award paid if economic profit exceeds a specified threshold. If economic profit does not reach the threshold level, no award is paid. Two hundred percent is the maximum award for exceptional economic profit performance.
As part of our compensation philosophy, the Compensation Committee establishes and, in 2007 established, economic profit achievement representing a 100 percent payout level as an aggressive but achievable goal for the Corporation as a whole or any operating segment based on economic and competitive conditions at the time goals are established. We expect payout levels will average approximately 100 percent across multiple performance periods and failure to achieve a 50 percent payout level or achievement of a 200 percent payout level will occur infrequently.
For the 2005-2007 performance period, the cumulative economic profit goal for the Corporation as a whole was $217,912,000 and the economic profit achieved was $196,196,000. The cumulative economic profit goal for the office furniture operating segment was $192,751,000 and the economic profit achieved was $182,318,000. The cumulative economic profit goal for the hearth products operating segment was $37,845,000 and the economic profit achieved was $13,015,000. The chart below sets forth detailed information regarding the calculation of awards under the Performance Plan for the 2005-2007 performance period for each of the Named Executive Officers.
| Name | Operating Segment | 2005-2007 Performance Plan Award Target ($) | 2005-2007 Cumulative Economic Profit Goal ($) | 2005-2007 Cumulative Economic Profit Achieved ($) | Total Payout ($) |
| Stan A. Askren | HNI Corporation | 337,500 | 217,912,000 | 196,196,000 | 212,625 |
| Jerald K. Dittmer | HNI Corporation | 168,800 | 217,912,000 | 196,196,000 | 106,344 |
| Bradley D. Determan | Hearth Products | 132,000 | 37,845,000 | 13,015,000 | 0 |
| Eric K. Jungbluth | Office Furniture | 132,500 | 192,751,000 | 182,318,000 | 94,075 |
| Marco V. Molinari | Office Furniture | 213,800 | 192,751,000 | 182,318,000 | 151,798 |
For Fiscal 2007, the Compensation Committee recommended and the Board approved the payment of Performance Plan awards for all the Named Executive Officers. Beginning in Fiscal 2008, the Compensation Committee will approve the payment of Performance Plan awards for the CFO and the three other most highly compensated executives. For the CEO, the Compensation Committee will continue to recommend payment of Performance Plan awards to the Board for approval. Awards, if earned, are paid in February following the close of the applicable three-year performance period. To encourage Common Stock ownership by executives, one-half of the awards is paid in cash and one-half of the awards is paid in Common Stock. We use the average of the high and low transaction prices of a share of Common Stock on the date the award is paid to determine the number of shares to issue. The payment of a Performance Plan award is conditioned upon continued employment through the end of the three-year performance period. Any early termination of employment other than due to retirement, death or disability prior to the end of the three-year period results in forfeiture of any outstanding awards. We believe this policy motivates executives to focus on long-term value creation and supports retention.
Stock Option Awards. In Fiscal 2007, the Board granted stock options pursuant to the 1995 Compensation Plan, which shareholders last approved at the 1997 annual meeting of shareholders. This plan expired in May 2007 upon approval by shareholders of the 2007 Compensation Plan at the 2007 annual meeting of shareholders. Future option grants will be made pursuant to the 2007 Compensation Plan. Stock options align the interests of the Named Executive Officers with the interests of shareholders by tying a portion of executive compensation to long-term stock price appreciation. The Board limits recipients of stock option grants to a small number of executives (29 in 2007, including all of the 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.
The Board grants stock options with an exercise price, under the 1995 Compensation Plan, equal to the average of the high and low transaction prices of a share of Common Stock on the date of the grant. Under the 2007 Compensation Plan, the Board will grant 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, during which the options are authorized, priced and issued. The amount of income realized by an executive from an option is equal to the stock appreciation between the grant and the exercise dates, providing direct alignment between shareholder and executive interests over the long term (i.e., increase in stock price). The exercise price may be paid: (a) in cash; (b) in shares of Common Stock at fair market value on the date of delivery; (c) by authorizing the Corporation to withhold shares of Common Stock, which would otherwise be delivered upon exercise of the option, having a fair market value equal to the exercise price; (d) in cash by a broker-dealer to whom the executive has submitted an irrevocable notice of exercise; or (e) by any combination of the above.
The targeted dollar value of stock option awards generally ranges between 25 and 150 percent of an executive's base salary as of the end of the fiscal year prior to grant. Executives with the ability to significantly impact long-term strategic objectives receive a higher percentage of long-term incentives in the form of stock options. Consequently, the CEO receives a higher percentage of his long-term incentives in the form of stock options than any of the other Named Executive Officers as the Compensation Committee believes he has the greatest potential impact on the Corporation's long-term strategic objectives. Consistent with market practices, we use 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 vest four years after the grant date and expire ten years after the grant date, providing a longer term time horizon than the three-year Performance Plan awards. This provides a balance between the shorter three-year period Performance Plan awards and the longer term options. Early termination of employment other than due to retirement, death or disability results in forfeiture of unvested option awards and a reduction in the exercise period
of vested option awards. We believe this policy motivates executives to focus on long-term value creation and supports retention.
Prior to November 2006, the CEO could authorize and issue option grants of fewer than 8,000 shares to certain executives. The CEO utilized this Board delegated authority only in rare circumstances and reported all such grants to the Board after the grants were authorized, priced and issued. Beginning in November 2006, the Board must approve all option grants.
In Fiscal 2007, the CEO received an option grant equal to 150 percent of his base salary as of the end of Fiscal 2006, or 58,676 options. The other Named Executive Officers received option grants equal to between 62.5 and 75 percent of their respective base salaries as of the end of Fiscal 2006 or between 10,463 and 13,452 options. The Board did not deviate from its prescribed formula set forth above in awarding options to the Named Executive Officers in Fiscal 2007.
The Board authorized, priced ($48.66) and issued all stock option grants to the Named Executive Officers in Fiscal 2007 at the regularly scheduled Board meeting on February 14, 2007. We make no attempt to influence executive compensation by timing the stock option grants in coordination with disclosure of material information to the public which may result in an increase or decrease of the stock price. See the option valuation chart below for additional details regarding stock option awards in Fiscal 2007 for each of the Named Executive Officers:
| Name | Targeted Value of Options Granted in February 2007 ($) | Black-Scholes Value of Stock Option ($) (1) | Number of Options Granted (#) | Percentage of Base Salary (%) |
| Stan A. Askren | 1,063,200 | 18.12 | 58,676 | 150 |
| Jerald K. Dittmer | 189,591 | 18.12 | 10,463 | 62.5 |
| Bradley D. Determan | 215,186 | 18.12 | 11,876 | 75 |
| Eric K. Jungbluth | 243,758 | 18.12 | 13,452 | 75 |
| Marco V. Molinari | 230,880 | 18.12 | 12,742 | 75 |
________________
Notes
| (1) | The Black-Scholes option value for award purposes differs from the Black-Scholes option value calculated in accordance with Financial Accounting Standards Board Statement of Financial Accounting Standards No. 123 (revised 2004), Share-Based Payment, or FAS 123(R), for financial statement reporting purposes. The difference between the Black-Scholes option value for award purposes and the Black-Scholes option value for financial statement reporting purposes results from utilizing a ten-year option life when calculating the value of an award and a seven-year expected option life when reporting the value of the award under FAS 123(R). Our utilization of the ten-year option life when calculating the value of an award results in fewer options granted to executives due to the higher option value produced. |
Other Compensation Elements
Supplemental Retirement Plan. The ESRP is available to select key executives who consistently earn income above compensation caps on our qualified plan and cash profit-sharing benefits. The 2007 statutory compensation limit for qualified plan and cash profit-sharing benefits was $225,000. Any compensation in excess of that amount is excluded from the eligible earnings used to calculate such benefits.
Each year, the Compensation Committee approves and the Board ratifies participation in the ESRP. The ESRP provides a benefit to the plan's participants, including the Named Executive Officers, equal to the additional amounts that the participants would have earned had the qualified plan and cash profit-sharing benefits not been subject to compensation caps, except that no income attributable to the Performance Plan is considered. The benefit is paid on an after-tax basis in the form of fully vested shares of Common Stock, which, in Fiscal 2007, were issued under the 1995 Compensation Plan and, in all future periods, will be issued under the 2007 Compensation Plan, and bear a restrictive legend prohibiting the transfer by sale, pledge, gift or otherwise while the participant is employed by the Corporation. We calculate the number of shares of Common Stock by
dividing the amount of the benefit by the average of the high and low transaction prices of a share of Common Stock on the date the award is paid, with cash payable in lieu of any fractional share. Participation in the ESRP is provided to assure the overall competitiveness of our executive compensation program. The transfer restriction is intended to facilitate long-term stock ownership by executives, thereby further aligning the interests of executives with the interests of shareholders.
Deferred Compensation Plan. Executives in the Bonus Plan, which include all of the Named Executive Officers, are eligible to participate in the HNI Corporation Executive Deferred Compensation Plan (the "Deferred Plan"). The Deferred Plan allows executives to voluntarily defer base salary, Bonus Plan awards, profit sharing, Performance Plan awards and other amounts. The purpose of the Deferred Plan is to provide eligible executives the opportunity to voluntarily defer the receipt of compensation to supplement retirement and achieve personal financial planning goals. Amounts can be deferred to a cash account that earns interest at a rate set each year at one percent above the prime interest rate or to our notional stock account that fluctuates in value based on the price increase or decrease of Common Stock and earns dividends distributed to all shareholders. The only Named Executive Officer currently participating in the Deferred Plan is the CEO.
Profit-Sharing Retirement Plan. Each of the Named Executive Officers participates in the HNI Corporation Profit-Sharing Retirement Plan (the "Retirement Plan"). The Retirement Plan is a defined contribution plan that includes both pre- and after-tax member contributions as well as various employer contributions and is generally available to all members. Members are eligible to make voluntary (pre- and/or after-tax) contributions immediately upon hire. One year of service is typically required to be eligible for employer contributions. Each of the Named Executive Officers is eligible for employer contributions.
Cash Profit-Sharing Plan. Each of the Named Executive Officers participates in and is eligible for distributions under the HNI Corporation Cash Profit-Sharing Plan (the "Cash Profit-Sharing Plan"). The Cash Profit-Sharing Plan consists of cash profit-sharing calculated and paid twice per year. The actual amount of the profit-sharing benefit paid is based upon the profitability (net profit) of each respective operating unit for those members employed by an operating unit or consolidated adjusted net profit of the Corporation for those members employed directly by the Corporation. Members (who are not members of a bargaining unit) are generally eligible to participate after completion of one year of continuous service. To be eligible for distribution, a member must be (1) employed at the date of distribution, (2) retired in accordance with the retirement policy during the most recent profit-sharing period or (3) on leave of absence or disability pay.
Perquisites. We do not provide executives with any special perquisites, such as reserved parking spaces, company cars, country club memberships or personal use of the Corporation's aircraft. Executives participate in the same health, retirement, profit sharing, disability and life insurance programs and member stock purchase plan as other members.
Post-Employment and Other Events
Retirement, death, disability and change-in-control events trigger the payment of certain compensation to the Named Executive Officers that is not available to all salaried members. Such compensation is discussed below and quantified under "Potential Payments Upon Termination or Change in Control" on page 34 of this Proxy Statement.
Change-in-Control Employment Agreements. We have entered into change-in-control employment agreements with certain corporate officers and other key managers, including each of the Named Executive Officers. In 2006, the Compensation Committee retained Mercer to advise the Compensation Committee on the competitiveness and appropriateness of the form of change-in-control employment agreement and to recommend changes. After thorough analysis, the Board adopted an amended and restated agreement, determining it was in the best interest of shareholders. The description of the amended form of agreement set forth below is qualified in its entirety by the actual form of change-in-control employment agreement, attached as Exhibit 10.1 to the Corporation's Current Report on Form 8-K filed November 16, 2006.
The change-in-control employment agreement is designed to (1) assure the continuity of executive management during a threatened takeover and (2) ensure executive management is able to objectively evaluate any change-in-control proposal and act in the best interests of shareholders during a possible acquisition, merger or combination. We designed the agreement to be part of a competitive compensation package, thereby aiding in attracting and retaining top quality executives.
The agreement defines a change in control as having occurred (1) when a third person or entity becomes the beneficial owner of 20 percent or more Common Stock, subject to certain exceptions, (2) when more than one-third of the Board is composed of persons not recommended by at least three-fourths of the incumbent Board, (3) upon the occurrence of certain business combinations involving the Corporation and (4) upon approval by our shareholders of a complete liquidation or dissolution. Upon a change in control, a two-year employment contract between the Corporation and the executive becomes effective. The executive is entitled to certain benefits if, at any time within two years of the change in control, any of the following triggering
events occurs: (1) employment is terminated by the Corporation for any reason other than cause or disability of the executive; or (2) employment is terminated by the executive for good reason.
Cause is defined as: (1) an act or acts of dishonesty on the executive's part that are intended to result in his or her substantial personal enrichment at our expense; or (2) repeated violations by the executive of his or her obligations under the agreement which are demonstrably willful and deliberate on the executive's part and resulted in material injury to the Corporation. Good reason is defined as: (1) assignment to the executive of any duties substantially inconsistent with the executive's position, authority or responsibilities, or any other substantial adverse changes in the executive's position (including title), authority or responsibilities; (2) our failure to comply with any of the provisions of the agreement; (3) a required change of more than 50 miles in the executive's principal place of work, except for travel reasonably required in performing the executive's responsibilities; (4) a purported termination of the executive's employment by the Corporation that is not permitted by the agreement; (5) our failure to require a successor company to assume the agreement; or (6) the executive's good faith determination that the change in control resulted in the executive being substantially unable to carry out authorities or responsibilities attached to his or her position held prior to the change in control.
When a triggering event occurs following a change in control, the executive is entitled to a severance payment equal to two times (three times for the CEO) the sum of (1) the executive's annual base salary and (2) the average of the executive's annual incentive awards for the prior two years. The executive is also entitled to receive his or her annual salary through the date of termination and a bonus equal to the average of the executive's annual incentive awards for the prior two years prorated based on the length of employment during the year in which termination occurs.
If a triggering event occurs, the executive is also entitled to a continuation of certain employee benefits for up to eighteen months and group life insurance benefits for up to two years if comparable benefits are not otherwise available to the executive. In addition, the executive is entitled to receive a lump-sum payment in an amount equal to the present value of the cost of health and dental coverage for an additional six months and an additional lump-sum payment equal to the value, in our reasonable determination, of two years of continued participation in our disability plans.
The Corporation must fulfill certain obligations to the executive, or pay certain amounts to the executive, through the date of the executive's termination if, at any time within two years of the change in control, the executive is terminated by reason of death, disability or cause, or if the executive terminates employment other than for good reason. Disability and certain other benefits must be provided to the executive after the date of termination if the executive is terminated by reason of disability.
The Corporation must pay the full amount due under the agreement and "gross-up" the executive's compensation for any excise tax, for any federal, state and local income taxes applicable to the excise tax "gross-up" and for tax penalties and interest imposed on "excess parachute payments" (i.e., excess severance or change-in-control payments), as defined in Section 280G of the Internal Revenue Code of 1986, as amended (the "Code"). A gross-up payment is payable only to the extent the aggregate present value of the severance or change-in-control payments payable to the executive exceeds 110 percent of three times the executive's annualized includible compensation for the most recent five taxable years ending before the date on which the change in control occurred. If the 110 percent hurdle is not exceeded, the severance or change-in-control payments to the executive are reduced (or repaid to us) to the minimum extent necessary such that no portion of the executive's benefit constitutes an excess parachute payment.
In exchange for receipt of the severance payment, salary, bonus and benefits pursuant to the agreement as described above, the executive is prohibited, for a period of one year from the date of termination, from entering into any relationship with any enterprise, business or division thereof (other than the Corporation), that is engaged in the same business in those states within the United States in which we are, at the time of such termination of employment, conducting our business and which has annual sales of at least $10,000,000. In addition, the executive shall not, without our prior written consent, communicate or divulge any confidential information, knowledge or data relating to us or any of our affiliated companies to anyone other than us and our designees.
The executive is entitled to receive reimbursement for any legal fees and expenses, plus interest thereon, that may be incurred in enforcing or defending his or her agreement. The agreement is automatically renewed, on an annual basis, for a period of two years. The Board may terminate the agreement if it determines that the executive is no longer a key executive; provided, however, that such a determination shall not be made, and if made shall have no effect, within two years after the occurrence of a change in control.
The Compensation Committee's rationale for our change-in-control employment agreements is a desire by the Compensation Committee to strike an appropriate balance between executive and shareholder interests, preserve productivity, avoid disruption
and limit distraction during a period when we are, or are rumored to be, involved in a change-in-control transaction. The Compensation Committee wants executives to be able to objectively evaluate any change-in-control proposal presented to us without being so advantaged by the potential change in control that he or she would overstate the value of the potential transaction. Likewise, the Compensation Committee intends to ease the consequences of an unexpected termination of employment so that offers that are in our and our shareholders' best interests are given careful and thoughtful review. In establishing the payment and benefit levels for each of the Named Executive Officers under their individual change-in-control employment agreements, the Compensation Committee evaluated several different options and selected the option that best met the objectives outlined above. The selected option is also consistent with market practices.
The Compensation Committee does not view the change-in-control employment agreements as an element of current compensation, and such agreements do not necessarily affect the Compensation Committee's annual decisions with respect to the compensation elements of our executive compensation program.
Other Compensation Triggered by Change-in-Control Event. Pursuant to both the 1995 Compensation Plan and the 2007 Compensation Plan, upon a change in control, each outstanding option is immediately exercisable in full and remains exercisable for the remaining term of the option. Pursuant to the Performance Plan, the Board values each outstanding Performance Plan award prior to the effective date of a change in control and such values are payable without proration within 30 days of the date of a change in control. In addition, pursuant to the Bonus Plan, the maximum bonus award for the current fiscal year is immediately payable in cash on a prorated basis, offset by the bonus actually paid. The foregoing payments occurring on or after a change in control are not conditioned on termination of employment.
Compensation Triggered By Retirement, Death or Disability. Upon retirement at age 65, or after age 55 with ten years of service, or upon disability or death, all outstanding Bonus Plan awards, Performance Plan awards and stock option awards immediately vest. Option holders who terminate employment due to disability may exercise stock options, which fully vest as of the date of disability, until the earlier of the expiration date of the stock option or the second anniversary of the date of disability. The representative of option holders whose employment is terminated due to death may exercise stock options, which shall fully vest as of the date of death, until the earlier of the expiration date of the stock option or the second anniversary of the date of death. Option holders who terminate employment due to retirement may exercise stock options, which shall fully vest as of the date of retirement, until the earlier of the expiration of the stock option, or the third anniversary of the date of retirement.
In the event of a termination of employment not due to a change-in-control event, retirement, death or disability, the Named Executive Officers receive only those benefits available to all members. However, in such event, the Named Executive Officers may exercise stock options which are vested as of the date of termination until the earlier of the expiration of the stock option or 30 days following the date of termination.
Tax Deductibility of Executive Compensation
The Corporation seeks to maximize the tax deductibility of all components of executive compensation. Section 162(m) of the Code ("Section 162(m)") limits the ability of public companies to deduct compensation in excess of $1,000,000 paid annually to the chief executive officer and the four other most highly compensated executive officers. There are exceptions to this limit, including compensation that qualifies as "performance-based." The portion of the Bonus Plan award linked to financial performance, the Performance Plan award and stock option awards comply with the exception to Section 162(m) and are not considered in determining the $1,000,000 limit.
Impact of Prior Compensation in Setting Elements of Compensation
Prior compensation of the Named Executive Officers does not impact how we set elements of current compensation. The Compensation Committee believes the competitive environment mandates that current total compensation be sufficient to attract, motivate and retain top management. The Compensation Committee analyzes outstanding option grants, outstanding plan awards and ownership of Common Stock for each of the Named Executive Officers to ensure that future stock option grants, change-in-control employment agreements and other benefits provide appropriate and relevant incentives to the executives. Based on the current analysis, the Compensation Committee believes that prior compensation will not impact the ongoing effectiveness of our compensation objectives.
Executive Stock Ownership Guideline
We have adopted an Executive Stock Ownership Guideline based on the belief that key executives who can impact shareholder value through their achievements should own significant amounts of Common Stock. Under the guideline, ownership levels are provided for executives to acquire and hold a recommended amount of Common Stock based on their position and compensation level. The guideline is intended to align the interests of key executives with shareholder interests. The guideline ownership levels range from four times base salary for the CEO to two times base salary for the other Named Executive Officers, as shown below:
Position | $ Value of Shares |
Chairman of the Board, President and CEO | 4.0 x Base Salary |
Operating Company (Unit) Presidents, Chief Financial Officer, and Executive Vice Presidents | 2.0 x Base Salary |
| Other Officers | 1.5 x Base Salary |
Executives to whom the guideline applies are encouraged to reach their respective stock ownership level within five years of the date the individual assumes an executive position covered by the guideline. At the February Board meeting each year, the Compensation Committee reviews each executive's progress toward his or her goal. If the Compensation Committee determines that an executive is not achieving appropriate progress toward the ownership goal, it can specify that a percentage of such executive's annual incentive compensation be paid in shares of Common Stock.
In addition to shares directly owned by the executive, the guideline credits the executive with vested shares allocated to the executive under our qualified and non-qualified retirement plans and with the number of shares (net of the exercise price) that would be issued to the executive if the executive exercised vested stock options. As of December 31, 2007, Common Stock ownership for all Named Executive Officers with five or more years of service (Messrs. Askren, Dittmer and Determan) exceeds the guideline levels.
Impact of Restatements that Retroactively Impact Financial Goals
We have not restated or retroactively adjusted financial information that has materially impacted the financial goals related to previous annual or long-term incentive awards. If financial results are significantly restated due to fraud or intentional misconduct, the Board will review any performance-based compensation paid to executive officers who are found to be personally responsible for the fraud or intentional misconduct that led to the restatement and may, to the extent permitted by applicable law, seek recoupment of amounts paid in excess of the amounts that would have been paid based on the restated financial results.
The Role of the Compensation Committee and Independent Consultant
Operating within the framework of the duties and responsibilities established by the Board, the Compensation Committee's role is to assure our compensation: (1) strategy is aligned with the long-term interests of our shareholders and members; (2) structure is fair and reasonable; and (3) reflects both corporate and individual performance.
The Compensation Committee evaluates management's executive compensation recommendations and provides independent review of our executive compensation program. The Compensation Committee is comprised solely of Directors who are not current or former members of the Corporation and each is independent as defined by the NYSE director independence standards and the Categorical Standards. Prior to Fiscal 2008, the Compensation Committee had been responsible for recommending compensation policies to the Board for approval, as well as developing and implementing the compensation programs for the Named Executive Officers and other key members. Key items pertaining to the compensation of the Named Executive Officers such as base salary increases, Bonus Plan awards, Performance Plan awards and stock option grants were submitted to the Board for approval following the review and recommendation of the Compensation Committee. In the case of the CEO, only the independent Directors approved the Compensation Committee's recommendation.
Beginning in Fiscal 2008, the Compensation Committee will review and approve base salary increases, Bonus Plan awards and Performance Plan awards for each of the Named Executive Officers other than the CEO, without the need for Board ratification. The Compensation Committee will continue to review and recommend to the Board for approval by the independent Directors (1) base salary increases, Bonus Plan awards and Performance Plan awards for the CEO and (2) stock option grants for each of the Named Executive Officers.
In discharging its responsibilities, the Compensation Committee utilized the Survey Reports. We purchased the Survey Reports, but the Compensation Committee did not retain any consultants in connection with our acquisition of the Survey Reports. As discussed above, we utilized the data from the Survey Reports to calculate targeted amounts of base salary and annual and long-term incentive compensation for the Named Executive Officers.
The Compensation Committee hired Mercer for two executive compensation projects in Fiscal 2007. The first project involved Mercer's review of the CD&A and executive compensation tables for our 2007 proxy statement. In the second project, per the Compensation Committee's request, Mercer reviewed our policies and practices aimed at executive retention and outlined potential issues for consideration by the Compensation Committee.
The Compensation Committee's Charter provides that any outside compensation consultants who offer advice on compensation levels and benefits for the CEO or other senior executives will be retained by the Compensation Committee, report to the Chair of the Compensation Committee and submit fee statements to the Chair of the Compensation Committee for approval. The consultants' findings are reported directly to the Compensation Committee. Any other consulting services by such compensation consultants for us must be approved in advance by the Compensation Committee Chair.
Approximately every three to five years, the Board, with the assistance of a compensation consultant, conducts an extensive competitive assessment of our executive compensation programs. From time to time, the Compensation Committee retains independent compensation consultants to offer professional assistance on other select executive compensation matters. During the fiscal year ended January 1, 2005, we retained Mercer to conduct the Compensation Analysis under the oversight of the Compensation Committee. In the Compensation Analysis, Mercer concluded that: (1) our executive compensation programs are fundamentally sound and consistent with its stated pay strategy, culture and business direction; (2) total compensation was structurally at market, with greater emphasis on variable pay; and (3) there is a demonstrated link between executive pay and performance with a balance of strategic and financial measures.
Our Law, Finance and Member and Community Relations departments support the Compensation Committee in a variety of ways related to executive compensation. This support includes filing necessary documents with regulatory bodies, interpreting laws and regulations, conducting executive compensation benchmark analyses, preparing compensation-related materials and providing recommendations on matters such as base salary increase percentages and target annual and long-term incentive award levels. The CEO, in conjunction with the Law, Finance and Member and Community Relations departments, compiles information for review by the Compensation Committee at each quarterly Board meeting addressing the foregoing executive compensation topics.
The Compensation Committee has reviewed and discussed the CD&A, which begins on page 14 of this Proxy Statement, with management, and based on such review and discussions, the Compensation Committee recommended to the Board that the CD&A be included in this Proxy Statement.
HUMAN RESOURCES AND COMPENSATION COMMITTEE
Abbie J. Smith, Chair
Gary M. Christensen
John A. Halbrook
Larry B. Porcellato
During Fiscal 2007, the Compensation Committee was comprised of Ms. Smith and Messrs. Christensen, Halbrook and Porcellato, none of whom is a current or former officer of the Corporation. There are no interlocking board memberships between officers of the Corporation and any member of the Compensation Committee.
The table below sets forth the compensation awarded to, earned by or paid to, each of the Named Executive Officers for Fiscal 2007 and Fiscal 2006. Other than the change-in-control employment agreements described above, the Corporation has no
employment agreements with any of its executives. While employed, executives are entitled to base salary, participation in the executive compensation programs identified in the tables below and discussed in the CD&A and other benefits common to all members. The performance-based conditions associated with Performance Plan and Bonus Plan awards as well as salary and bonus in proportion to total compensation are discussed in detail throughout the CD&A, which begins on page 14 of this Proxy Statement.
Performance Plan awards are disclosed in two separate columns in the table below. Performance Plan awards are payable 50 percent in Common Stock and 50 percent in cash. The portion of the Performance Plan awards paid in cash is considered non-equity incentive compensation. This portion of the awards is reported in the final year of the three-year performance period when the awards are fully earned. The portion of the Performance Plan awards payable in Common Stock is considered equity incentive compensation because, although the target is set at a dollar value, the award settles in Common Stock. The stock portion of the Performance Plan awards is reported each year an award is outstanding in an amount equal to the annual expense incurred by the Corporation under FAS 123(R).
| Name and Principal Position | Year | Salary ($) | Bonus ($)(1) | Stock Awards ($)(2) | Option Awards ($)(3) | Non-Equity Incentive Plan Compensation ($)(4) | All Other Compensation ($)(5) | Total ($) |
| Stan A. Askren | 2007 | 731,477 | 9,731 | 314,141 | 874,452 | 763,315 | 171,622 | 2,864,738 |
| Chairman, President and | 2006 | 704,250 | 10,538 | 38,464 | 746,377 | 616,032 | 239,098 | 2,354,759 |
| Chief Executive Officer, | ||||||||
| HNI Corporation | ||||||||
| Jerald K. Dittmer | 2007 | 310,668 | 9,731 | 48,110 | 156,627 | 339,382 | 55,038 | 919,557 |
| Vice President and | 2006 | 290,370 | 10,538 | 20,481 | 152,272 | 236,260 | 75,783 | 785,704 |
| Chief Financial Officer, | ||||||||
| HNI Corporation | ||||||||
| Bradley D. Determan | 2007 | 286,915 | 6,723 | 0 | 174,627 | 184,630 | 33,933 | 686,828 |
| Executive Vice President, | ||||||||
| HNI Corporation | ||||||||
| President | ||||||||
| Hearth & Home Technologies Inc. | ||||||||
| Eric K. Jungbluth | 2007 | 336,883 | 10,281 | 59,242 | 156,441 | 396,403 | 74,694 | 1,033,944 |
| Executive Vice President, | 2006 | 289,424 | 7,425 | 30,248 | 140,841 | 283,654 | 58,962 | 810,554 |
| HNI Corporation | ||||||||
| President, | ||||||||
| The HON Company | ||||||||
| Marco V. Molinari | 2007 | 315,913 | 9,731 | 64,416 | 258,963 | 360,574 | 73,017 | 1,082,614 |
| Executive Vice President, | 2006 | 304,197 | 10,835 | 41,734 | 221,634 | 369,633 | 75,705 | 1,023,738 |
| HNI Corporation | ||||||||
| President, | ||||||||
| HNI International Inc. |
_______________
Notes
| (1) | The amounts in this column reflect the payments of cash profit-sharing during calendar years 2007 and 2006 under the Cash Profit-Sharing Plan. Cash profit-sharing is earned on a non-fiscal year cycle. |
| (2) | The amounts in this column reflect the dollar amounts recognized for Fiscal 2007 and Fiscal 2006 financial statement reporting purposes, in accordance with FAS 123(R), for stock awards under the Performance Plan for the performance periods noted below: |
For Fiscal 2006: 2004-2006: Mr. Askren – $21,420; Mr. Dittmer – $11,957; Mr. Jungbluth – $3,564; and Mr. Molinari – $8,124. 2005-2007: Mr. Askren – $17,044; Mr. Dittmer – $8,524; Mr. Jungbluth – $9,341; and Mr. Molinari – $15,073. 2006-2008: Mr. Askren – $-0-; Mr. Dittmer – $-0-; Mr. Jungbluth – $17,343; and Mr. Molinari – $18,537. For Fiscal 2007: 2005-2007: Mr. Askren – $33,075; Mr. Dittmer – $16,542; Mr. Determan – $-0-; Mr. Jungbluth – $15,635; and Mr. Molinari – $25,228. 2006-2008: Mr. Askren – $-0-; Mr. Dittmer – $-0-; Mr. Determan – $-0-; Mr. Jungbluth – $(17,343); and Mr. Molinari – $(18,537). 2007-2009: Mr. Askren – $59,008; Mr. Dittmer – $31,568; Mr. Determan – $-0-; Mr. Jungbluth – $60,950; and Mr. Molinari – $57,725. |
The amounts in this column also reflect the dollar amounts recognized for Fiscal 2007 financial statement reporting purposes, in accordance with FAS 123(R), pursuant to Mr. Askren's election to receive approximately $222,058 of his annual incentive award under the Bonus Plan for Fiscal 2007 in the form of Common Stock. | |
| (3) | The amounts in this column reflect the dollar amounts recognized for Fiscal 2007 and Fiscal 2006 financial statement reporting purposes for awards of stock options under the 1995 Compensation Plan, in accordance with FAS 123(R). The amounts reflect awards granted in 2003, 2004, 2005, 2006 and 2007. Assumptions used in the calculations of these amounts are included in the footnote titled "Stock-Based Compensation" to the Corporation's audited financial statements for (1) Fiscal 2007 included in the Corporation's Annual Report on Form 10-K filed with the SEC on February 25, 2008, (2) Fiscal 2006 included in the Corporation's Annual Report on Form 10-K filed with the SEC on February 26, 2007 and (3) Fiscal 2005 included in the Corporation's Annual Report on Form 10-K filed with the SEC on February 27, 2006. |
| (4) | The amounts in this column include annual incentive awards earned in Fiscal 2007 and Fiscal 2006, respectively, and paid in February 2008 and February 2007, respectively, under the Bonus Plan as follows: Mr. Askren – $657,002; $453,632; Mr. Dittmer – $286,210; $145,606; Mr. Determan – $184,630; Mr. Jungbluth – $349,365; $256,921; and Mr. Molinari – $284,675; $287,676. The portion of Mr. Askren's annual incentive award for Fiscal 2007, which he elected to receive in the form of Common Stock, approximately $222,058, is reflected in the Stock Awards column of the Summary Compensation Table. The amounts in this column also include the cash portion (50 percent) of Performance Plan awards earned for the 2004-2006 performance period paid in February 2007 and the 2005-2007 performance period paid in February 2008 as follows: (1) 2005-2007 performance period: Mr. Askren – $106,313; Mr. Dittmer – $53,172; Mr. Determan – $-0-; Mr. Jungbluth – $47,038; and Mr. Molinari – $75,899; and (2) 2004-2006 performance period: Mr. Askren – $162,400; Mr. Dittmer – $90,654; Mr. Jungbluth – $26,733; and Mr. Molinari – $81,957. |
| (5) | The amounts in this column include the Corporation's contributions to the Retirement Plan, the dollar value of Corporation-paid life insurance premiums under the HNI Corporation Group Term Life Insurance Plan (the "Life Insurance Plan"), both of which are generally applicable to all members, the dollar value of Common Stock paid under the ESRP and earnings on deferred compensation, in each case for Fiscal 2007 and Fiscal 2006. Contributions under the Retirement Plan for Fiscal 2007 and Fiscal 2006 were as follows: Mr. Askren – $19,176; $20,675; Mr. Dittmer – $19,176; $20,675; Mr. Determan – $16,377; Mr. Jungbluth – $19,687; $15,454; and Mr. Molinari –$19,176; $19,432. The dollar values of Corporation-paid life insurance premiums under the Life Insurance Plan in Fiscal 2007 and Fiscal 2006 were as follows: Mr. Askren – $180; $180; Mr. Dittmer – $274; $180; Mr. Determan – $-0-; Mr. Jungbluth – $-0-; $-0-; and Mr. Molinari – $-0-; $-0-. The dollar values of Common Stock earned under the ESRP for Fiscal 2007 and Fiscal 2006 were as follows: Mr. Askren – $145,701; $214,512; Mr. Dittmer – $35,588; $54,928; Mr. Determan – $17,556; Mr. Jungbluth – $55,007; $43,508; and Mr. Molinari – $53,841; $56,273. The ESRP Common Stock for Fiscal 2007 was issued February 15, 2008 and for Fiscal 2006 was issued February 15, 2007. Earnings on deferred compensation for Fiscal 2007 and Fiscal 2006 were as follows: Mr. Askren – $6,565; $3,731. |
The table below sets forth the grants of plan-based awards to the Named Executive Officers during Fiscal 2007, including stock options granted under the 1995 Compensation Plan, Performance Plan awards for the 2007-2009 performance period and Bonus Plan awards. The aggregate grant date fair value of stock option awards and the stock portion of the Performance Plan awards are disclosed on a grant-by-grant basis in the table below. For additional information on the Bonus Plan, the Performance Plan and the 1995 Compensation Plan, see "Elements of Compensation Program" on page 14 of this Proxy Statement.
The 2007-2009 Performance Plan awards reported in the table below were granted in Fiscal 2007, vest at the end of the Corporation's fiscal year ended January 2, 2010, and are payable in 2010. The portion of the 2007-2009 Performance Plan awards payable in cash is reported in the Estimated Future Payouts Under Non-Equity Incentive Plan Awards column. The portion of the awards payable in Common Stock is reported in the Estimated Future Payouts Under Equity Incentive Plan Awards column. The target values of the stock portion of the 2007-2009 Performance Plan awards are reported in the Grant Date Fair Value of Stock and Option Awards column.
| Name | Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1) | Estimated Future Payouts Under Equity Incentive Plan Awards (2) | All Other Option Awards: Number of Securities Underlying Options (#) | Exer-cise or Base Price of Option Awards ($/Sh) (3) | Closing Price of Common Stock on the Date of Option Grant ($/Sh) | Grant Date Fair Value of Stock and Option Awards ($) | ||||
| Threshold ($) | Target ($) | Maximum ($) | Threshold ($) | Target ($) | Maximum ($) | ||||||
| Stan A. Askren | |||||||||||
| Stock Options | 2/15/2007 | 58,676 | 48.66 | 49.10 | 919,453 | ||||||
| 2007-2009 Performance Plan | 2/15/2007 | 88,600 | 177,200 | 354,400 | 88,600 | 177,200 | 354,400 | 177,200 | |||
| 2007 Bonus Plan | 2/15/2007 | 0 | 735,004 | 1,249,507 | |||||||
| Jerald K. Dittmer | |||||||||||
| Stock Options | 2/15/2007 | 10,463 | 48.66 | 49.10 | 163,955 | ||||||
| 2007-2009 Performance Plan | 2/15/2007 | 47,400 | 94,800 | 189,600 | 47,400 | 94,800 | 189,600 | 94,800 | |||
| 2007 Bonus Plan | 2/15/2007 | 0 | 243,376 | 413,738 | |||||||
| Bradley D. Determan | |||||||||||
| Stock Options | 2/15/2007 | 11,876 | 48.66 | 49.10 | 186,097 | ||||||
| 2007-2009 Performance Plan | 2/15/2007 | 53,800 | 107,600 | 215,200 | 53,800 | 107,600 | 215,200 | 107,600 | |||
| 2007 Bonus Plan | 2/15/2007 | 0 | 215,186 | 365,817 | |||||||
| Eric K. Jungbluth | |||||||||||
| Stock Options | 2/15/2007 | 13,452 | 48.66 | 49.10 | 210,793 | ||||||
| 2007-2009 Performance Plan | 2/15/2007 | 60,950 | 121,900 | 243,800 | 60,950 | 121,900 | 243,800 | 121,900 | |||
| 2007 Bonus Plan | 2/15/2007 | 0 | 274,658 | 466,918 | |||||||
| Marco V. Molinari | |||||||||||
| Stock Options | 2/15/2007 | 12,742 | 48.66 | 49.10 | 199,667 | ||||||
| 2007-2009 Performance Plan | 2/15/2007 | 57,725 | 115,450 | 230,900 | 57,725 | 115,450 | 230,900 | 115,450 | |||
| 2007 Bonus Plan | 2/15/2007 | 0 | 239,626 | 407,364 | |||||||
_______________
Notes
| (1) | A 50 percent payout level is the minimum performance threshold required to receive a payout under the Performance Plan and is reflected in the Threshold sub-column for each of the Named Executive Officers. There is no threshold performance level for the individual strategic objective component of the annual incentive award under the Bonus Plan. However, with respect to the financial goal component of the annual incentive award under the Bonus Plan, a 50 percent payout level is the minimum performance threshold required to receive a payout. As the individual strategic objective component and the financial goal component of the annual incentive award are combined as one payment under the Bonus Plan, there is effectively no threshold performance level for payment of Bonus Plan awards. The threshold amounts for the financial goal component of the annual incentive award under the Bonus Plan for Fiscal 2007 for each of the Named Executive Officers are as follows: Mr. Askren – $220,501; Mr. Dittmer – $73,013; Mr. Determan – $64,556; Mr. Jungbluth – $82,397; and Mr. Molinari – $71,888. |
| (2) | A 50 percent payout level is the minimum performance threshold required to receive a payout under the Performance Plan and is reflected in the Threshold sub-column for each of the Named Executive Officers. This column includes the portion of the 2007-2009 Performance Plan awards that are payable in Common Stock. All Performance Plan awards are denoted in dollars. The portion of the |
| award payable in Common Stock is converted to shares on the date the award is paid by dividing such portion by the average of the high and the low transaction prices of a share of Common Stock on such date. |
| (3) | The exercise price is the average of the high and low transaction prices of a share of Common Stock on the date of grant, February 14, 2007, which was $48.66 per share. |
The following table sets forth the Named Executive Officers' outstanding equity awards as of the end of Fiscal 2007. All outstanding stock option awards reported in this table vest four years and expire ten years from the date of grant. The Corporation has never issued stock awards to any of the Named Executive Officers except pursuant to the Performance Plan. The awards under the Performance Plan are reflected in the final two columns of the table below. These awards represent the 50 percent of the Performance Plan award earned in Fiscal 2007 for the 2006-2008 and 2007-2009 performance periods, respectively, that, upon vesting, will be settled in Common Stock. As described in the CD&A above, the Corporation is unable to determine the actual number of shares of Common Stock underlying the portion of the Performance Plan award payable in Common Stock until such time as the award vests and is paid.
| Option Awards | Stock Awards | |||||
| Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable (1) | Option Exercise Price ($)(2) | Option Expiration Date | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(3) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(4) |
| Stan A. Askren | 15,000 | 23.47 | 02/10/09 | 4,746 | 168,750 | |
| 25,000 | 18.31 | 02/16/10 | 4,983 | 177,200 | ||
| 13,000 | 23.32 | 02/14/11 | ||||
| 20,000 | 25.77 | 02/13/12 | ||||
| 43,000 | 25.82 | 02/12/13 | ||||
| 25,000 | 39.72 | 02/11/14 | ||||
| 25,000 | 37.57 | 05/04/14 | ||||
| 55,100 | 42.66 | 02/16/15 | ||||
| 40,712 | 58.06 | 02/15/16 | ||||
| 58,676 | 48.66 | 02/14/17 | ||||
| Jerald K. Dittmer | 5,250 | 18.31 | 02/16/10 | 2,492 | 88,600 | |
| 6,000 | 23.32 | 02/14/11 | 2,666 | 94,800 | ||
| 12,000 | 25.77 | 02/13/12 | ||||
| 15,000 | 25.82 | 02/12/13 | ||||
| 9,000 | 39.72 | 02/11/14 | ||||
| 9,200 | 42.66 | 02/16/15 | ||||
| 7,125 | 58.06 | 02/15/16 | ||||
| 10,463 | 48.66 | 02/14/17 | ||||
| Bradley D. Determan | 10,000 | 32.93 | 08/04/13 | 2,909 | 103,450 | |
| 8,000 | 39.72 | 02/11/14 | 3,026 | 107,600 | ||
| 7,200 | 42.66 | 02/16/15 | ||||
| 8,320 | 58.06 | 02/15/16 | ||||
| 11,876 | 48.66 | 02/14/17 | ||||
| Eric K. Jungbluth | 2,000 | 25.50 | 01/27/13 | 2,920 | 103,850 | |
| 6,000 | 25.82 | 02/12/13 | 3,428 | 121,900 | ||
| 7,000 | 39.72 | 02/11/14 | ||||
| 7,200 | 42.66 | 02/16/15 | ||||
| 8,351 | 58.06 | 02/15/16 | ||||
| 13,452 | 48.66 | 02/14/17 | ||||
| Marco V. Molinari | 15,000 | 42.98 | 11/07/13 | 3,121 | 111,000 | |
| 13,000 | 39.72 | 02/11/14 | 3,247 | 115,450 | ||
| 11,600 | 42.66 | 02/16/15 | ||||
| 8,926 | 58.06 | 02/15/16 | ||||
| 12,742 | 48.66 | 02/14/17 | ||||
________________
Notes
| (1) | All stock options vest four years from the grant date. Vesting dates for each unexercisable option award, in descending order, for each of the Named Executive Officers are as follows: Mr. Askren – February 11, 2008, May 4, 2008, February 16, 2009, February 15, 2010 and February 14, 2011; Mr. Dittmer – February 11, 2008, February 16, 2009, February 15, 2010 and February 14, 2011; Mr. Determan – February 11, 2008, February 16, 2009, February 15, 2010 and February 14, 2011; Mr. Jungbluth – February 11, 2008, February 16, 2009, February 15, 2010 and February 14, 2011; and Mr. Molinari – February 11, 2008, February 16, 2009, February 15, 2010 and February 14, 2011. |
| (2) | The exercise price is the average of the high and low transaction prices of a share of Common Stock on the date of grant. |
| (3) | This column reflects the number of shares underlying 100% of the target value of unvested outstanding Performance Plan awards (stock portion) for the 2006-2008 and 2007-2009 performance periods, respectively, listed in descending order for each Named Executive Officer and set forth in the next column of the table, calculated based on a share price of $35.56 per share, the closing price of a share of Common Stock on December 28, 2007, the last trading day of Fiscal 2007. Such awards vest on the last day of the applicable performance period – January 3, 2009 and January 2, 2010, respectively. |
| (4) | This column reflects the 100% target value of unvested outstanding Performance Plan awards (stock portion) for the 2006-2008 and 2007-2009 performance periods, respectively, listed in descending order for each Named Executive Officer. |
The following table sets forth information concerning the Named Executive Officers' exercise of stock options and vesting of Performance Plan awards during Fiscal 2007. The table also sets forth information concerning the vesting of that portion of Mr. Askren's annual incentive award under the Bonus Plan, which Mr. Askren elected to receive in the form of shares of Common Stock. Mr. Askren was the only Named Executive Officer who elected to receive a portion of his annual incentive award under the Bonus Plan in the form of shares of Common Stock. The Performance Plan awards for the 2005-2007 performance period and the annual incentive awards under the Bonus Plan for Fiscal 2007 vested on the last day of Fiscal 2007.
| Name | Option Awards | Stock Awards (2) | ||
Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($)(1) | Number of Shares Acquired on Vesting (#) (3) | Value Realized on Vesting ($) | |
| Stan A. Askren | 10,000 | 187,304 | 10,692 | 328,370 |
| Jerald K. Dittmer | 14,000 | 430,403 | 1,731 | 53,172 |
| Bradley D. Determan | 32,000 | 841,585 | 0 | 0 |
| Eric K. Jungbluth | 8,000 | 179,333 | 1,532 | 47,038 |
| Marco V. Molinari | 0 | 0 | 2,471 | 75,899 |
_________________
Notes
| (1) | The Value Realized on Exercise is calculated by multiplying the number of shares acquired by the difference between the actual sale price on the date of exercise or, if the shares were retained by the Named Executive Officer, the average of the high and low transaction prices of a share of Common Stock on the date of exercise and the exercise price of the stock options. The Named Executive Officers exercised the following options in Fiscal 2007: |
| Name | Date of Exercise | Number of Shares Acquired on Exercise (#) | Option Exercise Price per Option ($) | Sold or Retained Shares | Sale Price or Average of High and Low Transaction Prices per Share on Date of Exercise ($) | Value Realized on Exercise ($) |
| Mr. Askren | 02/28/07 11/27/07 | 7,000 3,000 | 24.50 32.22 | Sold Sold | 50.2634 34.54 | 180,344 6,960 |
| Mr. Dittmer | 02/22/07 02/22/07 | 4,250 9,750 | 23.47 18.31 | Sold Sold | 50.6195 50.6195 | 115,385 315,018 |
| Name | Date of Exercise | Number of Shares Acquired on Exercise (#) | Option Exercise Price per Option ($) | Sold or Retained Shares | Sale Price or Average of High and Low Transaction Prices per Share on Date of Exercise ($) | Value Realized on Exercise ($) |
| Mr. Determan | 02/22/07 02/22/07 02/22/07 02/22/07 02/22/07 02/22/07 | 1,690 8,310 2,500 4,000 7,500 8,000 | 23.47 23.47 18.31 23.32 25.77 25.82 | Retained Sold Retained Sold Sold Sold | 50.61 50.4537 50.61 50.4537 50.4537 50.4537 | 45,867 224,235 80,750 108,535 185,128 197,070 |
| Mr. Jungbluth | 03/09/07 | 8,000 | 25.50 | Sold | 47.9166 | 179,333 |
| (2) | The value of (1) the stock portion of the Performance Plan awards for the 2005-2007 performance period and (2) the portion of Mr. Askren's annual incentive award under the Bonus Plan for Fiscal 2007, which he elected to receive in the form of shares of Common Stock, are reflected in the table based on a share price of $30.71, the average of the high and low transaction prices of a share of Common Stock on February 15, 2008, the date of distribution. Fractional shares were paid in cash. The value of the stock portion of Mr. Askren's Performance Plan award for the 2005-2007 performance period was $106,313. The value of the portion of Mr. Askren's annual incentive award under the Bonus Plan for Fiscal 2007, which he elected to receive in the form of shares of Common Stock, was $222,058. |
| (3) | After withholdings for taxes, each of the Named Executive Officers received the following net number of shares of Common Stock either under the Performance Plan or Bonus Plan or both: Mr. Askren – 7,225 shares; Mr. Dittmer – 1,170 shares; Mr. Determan – -0- shares; Mr. Jungbluth – 1,035 shares; and Mr. Molinari – 1,670 shares. |
As discussed in the CD&A, the Deferred Plan allows executives to defer certain compensation to a cash account that earns interest at a rate set annually at one percent above the prime interest rate or to the Corporation's notional stock account that earns dividends distributed to shareholders. The only Named Executive Officer currently participating in the Deferred Plan is Mr. Askren. Mr. Askren deferred into the Corporation's notional stock account the after-tax-value of his 2006 ESRP award, which was granted in February 2007, totaling $210,398 and is reflected in the table below. The value of Mr. Askren's 2006 ESRP award, before taxes, was $214,512. Mr. Askren's balance in the Deferred Plan as of the end of Fiscal 2007 was 10,125 shares of notional stock. This balance will not be distributed until the earlier of January 31, 2017 or the date Mr. Askren is no longer employed by the Corporation. For additional information on the Deferred Plan, see "Other Compensation Elements – Deferred Compensation Plan" on page 23 of this Proxy Statement.
| Name | Executive Contributions in Last FY ($)(1) | Aggregate Earnings in Last FY ($)(2) | Aggregate Balance at Last FYE ($)(3) |
| Stan A. Askren | 210,398 | 6,565 | 357,716 |
| Jerald K. Dittmer | 0 | 0 | 0 |
| Bradley D. Determan | 0 | 0 | 0 |
| Eric K. Jungbluth | 0 | 0 | 0 |
| Marco V. Molinari | 0 | 0 | 0 |
_______________
Notes
| (1) | The amount of Mr. Askren's contribution, before taxes $214,512, is reflected in the All Other Compensation Column of the Summary Compensation Table for Mr. Askren's Fiscal 2006 compensation. |
| (2) | The reported dollar value is calculated by multiplying 185.8 shares, the numbers of shares earned from dividends, by $35.33, the average of the high and low transaction prices of a share of Common Stock on December 28, 2007, the last trading day of Fiscal 2007. This amount is reflected in the All Other Compensation Column of the Summary Compensation Table for Mr. Askren's Fiscal 2007 compensation. |
| (3) | The reported dollar value is calculated by multiplying 10,125 shares, the numbers of shares in Mr. Askren's account at the end of Fiscal 2007 by $35.33, the average of the high and low transaction prices of a share of Common Stock on December 28, 2007, the last trading day of Fiscal 2007. Amounts deferred after Fiscal 2007 are not included in this column. |
The following tables quantify compensation that would be payable to the Named Executive Officers upon a change in control or the retirement, death or disability of the executive. The tables include only compensation items not available to all salaried members and assume that the event occurred on the last business day of Fiscal 2007. For a qualitative discussion of the Corporation's obligations to the Named Executive Officers in the event of a change in control or the retirement, death or disability of such Named Executive Officers, see "Post-Employment and Other Events" on page 23 of this Proxy Statement.
Value in Event of Involuntary Termination or Voluntary Termination for Stated Good Reason Following a Change in Control
Name | Cash Severance ($) (1) | 2007 Incremental Bonus ($) (2) | Total Value Benefit ($) (3) | Performance Plan Acceleration ($) (4) | Options Acceleration ($) (5) | Excise Tax Gross Up ($) (6) | Total ($) |
| Stan A. Askren | 4,199,685 | 370,447 | 18,754 | 354,400 | 910,991 | 2,771,232 | 8,625,509 |
| Jerald K. Dittmer (7) | 1,066,343 | 127,529 | 18,754 | 189,600 | 157,094 | N/A | 1,559,320 |
| Bradley D. Determan (8) | 823,086 | 181,177 | 18,754 | 0 | 169,182 | N/A | 1,192,199 |
| Eric K. Jungbluth | 1,292,189 | 117,554 | 18,754 | 365,637 | 182,505 | 843,739 | 2,820,378 |
Marco V. Molinari | 1,198,850 | 122,688 | 18,754 | 346,350 | 194,344 | 841,998 | 2,722,984 |
________________
Notes
| (1) | Pursuant to the change-in-control employment agreements for each of the Named Executive Officers, the numbers in this column represent two times (three times for Mr. Askren) the sum of (1) the executive's annual base salary and (2) the average of the executive's annual incentive awards for the prior two years. |
| (2) | Represents the maximum annual incentive award payable in Fiscal 2007 minus the actual annual incentive award paid in Fiscal 2007 in accordance with the Bonus Plan. |
| (3) | Represents the value of benefits provided following termination of employment pursuant to the change-in-control employment agreement for each of the Named Executive Officers. |
| (4) | Assumes the Compensation Committee authorizes payment of the outstanding Performance Plan awards for the 2006-2008 and 2007-2009 performance periods based on performance to date without proration. Such awards are normally forfeited upon termination by reason other than death, disability or retirement. |
| (5) | Represents the value of accelerating the vesting of options not otherwise vested in accordance with the 1995 Compensation Plan. |
| (6) | Represents the payment to "gross up" the executive's compensation for any excise tax and for any federal, state and local taxes applicable to the excise tax "gross up." |
| (7) | The aggregate present value of Mr. Dittmer's payments do not exceed 110 percent of three times his annualized includible compensation for the most recent five taxable years ending before the date on which the change in control occurred. As such, Mr. Dittmer's cash severance payment is reduced such that no portion of his payments is subject to any excise tax. |
| (8) | The aggregate present value of Mr. Determan's payments do not exceed 110 percent of three times his annualized includible compensation for the most recent five taxable years ending before the date on which the change in control occurred. As such, Mr. Determan's cash severance payment is reduced such that no portion of his payments is subject to any excise tax. |
Value in Event of Change in Control with No Employment Termination
Name | Cash Severance ($) | 2006 Incremental Bonus ($) (1) | Total Value Benefits ($) | Performance Plan Acceleration ($) (2) | Options Acceleration ($) (3) | Excise Tax Gross Up ($) | Total ($) |
| Stan A. Askren | 0 | 370,447 | 0 | 354,400 | 910,991 | 0 | 1,635,838 |
| Jerald K. Dittmer | 0 | 127,529 | 0 | 189,600 | 157,094 | 0 | 474,223 |
| Bradley D. Determan | 0 | 181,177 | 0 | 0 | 169,182 | 0 | 350,359 |
| Eric K. Jungbluth | 0 | 117,554 | 0 | 365,637 | 182,505 | 0 | 665,696 |
| Marco V. Molinari | 0 | 122,688 | 0 | 346,350 | 194,344 | 0 | 663,382 |
_______________
Notes
| (1) | Represents the maximum annual incentive award payable in Fiscal 2007 minus the actual annual incentive award paid in Fiscal 2007 in accordance with the Bonus Plan. |
| (2) | Assumes the Compensation Committee authorizes payment of the outstanding Performance Plan awards for the 2006-2008 and 2007-2009 performance periods based on performance to date without proration. Such awards are normally forfeited upon termination by reason other than death, disability or retirement. |
| (3) | Represents the value of accelerating the vesting of options not otherwise vested in accordance with the 1995 Compensation Plan. |
Value in Event of Retirement
Name | Options Acceleration ($) (1) | Performance Plan Acceleration ($) (2) | Total ($) |
| Stan A. Askren | 308,969 | 118,133 | 427,102 |
| Jerald K. Dittmer | 52,554 | 63,200 | 115,754 |
| Bradley D. Determan | 55,134 | 0 | 55,134 |
| Eric K. Jungbluth | 25,233 | 121,879 | 147,112 |
| Marco V. Molinari | 33,236 | 115,450 | 148,686 |
_________________
Notes
| (1) | Represents the value of accelerating the vesting of options not otherwise vested in accordance with the 1995 Compensation Plan. Such options will remain exercisable until three years from the date of retirement. |
| (2) | Assumes the Compensation Committee authorizes payment of the outstanding Performance Plan awards for the 2006-2008 and 2007-2009 performance periods based on performance to date, prorated according to the time elapsed through the performance period. |
Value in Event of Death or Disability
Name | Options Acceleration ($) (1) | Performance Plan Acceleration ($) (2) | Total ($) |
| Stan A. Askren | 155,432 | 118,133 | 273,565 |
Jerald K. Dittmer | 26,099 | 63,200 | 89,299 |
Name | Options Acceleration ($) (1) | Performance Plan Acceleration ($) (2) | Total ($) |
| Bradley D. Determan | 27,136 | 0 | 27,136 |
| Eric K. Jungbluth | 10,198 | 121,879 | 132,077 |
| Marco V. Molinari | 14,262 | 115,450 | 129,712 |
_________________
Notes
| (1) | Represents the value of accelerating the vesting of options not otherwise vested in accordance with the 1995 Compensation Plan. Such options will remain exercisable until two years from the date of death or disability. |
| (2) | Assumes the Compensation Committee authorizes payment of the outstanding Performance Plan awards for the 2006-2008 and 2007-2009 performance periods based on performance to date, prorated according to the time elapsed through the performance period. |
The Corporation's independent Directors generally receive an annual retainer of $100,000, of which $50,000 is paid in cash in equal installments of $12,500 at each quarterly Board meeting and $50,000 is paid in the form of a Common Stock grant issued under the 2007 Equity Plan for Non-Employee Directors of HNI Corporation (the "2007 Equity Plan") at the May Board meeting. The annual retainer for all future periods was increased from $45,000 to $100,000 by the Board at the May 2007 Board meeting. Each independent Director who serves as the Chair of a Board committee also receives an additional annual retainer for his or her services. The Audit Committee Chair and the Lead Director each receive an additional $7,500, and the Chairs of the Compensation Committee and the Governance Committee each receive an additional $4,000. Each Audit Committee member also receives an additional annual retainer of $4,000. Independent Directors receive an additional $1,000 for each meeting attended if they are required to travel six hours or more on a round-trip basis. Directors are also 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 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. Pursuant to this policy, independent 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 2007 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 shares to be credited to the Director's share sub-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.
In addition to acquiring Common Stock as partial payment of their annual retainer, independent Directors can also acquire Common Stock in several other ways. Under the 2007 Equity Plan, Directors may elect to receive up to 100% 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 percent of all their retainers earned as a Director. Deferred compensation may be deferred in cash or in the form of shares of Common Stock (determined by dividing the amount of the compensation deferred by the fair market value per share of Common Stock on the date such compensation would have otherwise been paid). 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 2007 Equity Plan in such amounts as the Board may authorize.
Until the increase in the annual retainer at the May 2007 Board meeting, each independent Director generally received an annual Common Stock grant of approximately 1,000 shares under the 1997 Equity Plan for Non-Employee Directors of HNI Corporation (the "1997 Equity Plan"). The 1997 Equity Plan terminated upon shareholder approval of the 2007 Equity Plan at the 2007 annual meeting of shareholders. In May 2007, each independent Director serving on the Board as of May 7, 2007, was issued 1,155 shares of Common Stock under the 2007 Equity Plan. The Corporation does not have a non-equity incentive plan for independent Directors. All shares of Common Stock issued in lieu of cash retainer amounts have heretofore been issued pursuant to the 1995 Compensation Plan, the 1997 Equity Plan or the 2007 Equity Plan. As of the Record Date, (1) the
Corporation has never issued stock options to purchase Common Stock or shares of restricted stock to the independent Directors and (2) all shares of Common Stock issued to Directors under the 1995 Compensation Plan, the 1997 Equity Plan or the 2007 Equity Plan were fully vested upon issuance.
Director Compensation for Fiscal 2007
Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(3) | All Other Compensation ($)(4) | Total ($) |
| Mary H. Bell | 47,500 | 50,000 | -- | 676 | 98,176 |
| Miguel M. Calado | 52,500 | 50,000 | -- | 676 | 103,176 |
| Gary M. Christensen | 58,000 | 50,000 | -- | 676 | 108,676 |
| Cheryl A. Francis | 47,500 | 50,000 | -- | 676 | 98,176 |
| John A. Halbrook | 47,500 | 50,000 | -- | 676 | 98,176 |
| James R. Jenkins | 52,500 | 50,000 | 450 | 676 | 103,626 |
| Dennis J. Martin | 49,500 | 50,000 | -- | 676 | 100,176 |
| Larry B. Porcellato | 47,500 | 50,000 | 162 | 676 | 98,338 |
| Joseph E. Scalzo | 51,500 | 50,000 | 895 | 676 | 103,071 |
| Abbie J. Smith | 51,500 | 50,000 | -- | 676 | 102,176 |
| Brian E. Stern | 49,500 | 50,000 | -- | 676 | 100,176 |
| Ronald V. Waters, III | 59,000 | 50,000 | 1,333 | 676 | 111,009 |
__________________
Notes
| (1) | Prior to the May 2007 Board meeting, each independent Director received an annual retainer of $45,000, paid in equal installments of $11,250 at each quarterly Board meeting. Effective after the May 2007 Board meeting, each independent Director received an annual retainer of $100,000, of which $50,000 was paid in cash in equal installments of $12,500 at each quarterly Board meeting and $50,000 was paid in the form of a Common Stock grant issued under the 2007 Equity Plan at the May Board meeting. For Fiscal 2007, each independent Director received $11,250 at each of the first two quarterly Board meetings (February and May) and $12,500 at each of the final two quarterly Board meetings (August and November). Each independent Director may also receive an annual retainer for service as a member of the Audit Committee ($4,000); as Lead Director ($7,500); as Audit Committee Chair ($7,500); and as Compensation Committee or Governance Committee Chairs ($4,000 each). As with the cash portion of the annual retainer for Board service, annual retainers for committee Chairs, Lead Director or Audit Committee service are paid in equal installments at each quarterly Board meeting. For Fiscal 2007, the independent Directors listed in the Table above each earned the following fees: Messrs. Calado and Jenkins – $47,500 annual retainer plus a $4,000 annual retainer for service on the Audit Committee and $1,000 for travel to Board meetings in excess of 6 hours on a round-trip basis; Mr. Christensen – $47,500 annual retainer plus a $7,500 annual retainer as Lead Director and $3,000 for travel to Board meetings in excess of 6 hours on a round-trip basis; Mr. Scalzo – $47,500 annual retainer plus a $4,000 annual retainer for service on the Audit Committee; Ms. Bell, Ms. Francis and Messrs. Halbrook and Porcellato – $47,500 annual retainer; Ms. Smith – $47,500 annual retainer plus a $4,000 annual retainer as Chair of the Compensation Committee; Mr. Waters – $47,500 annual retainer plus a $4,000 annual retainer for service on the Audit Committee and a $7,500 annual retainer as Chair of the Audit Committee. Mr. Stern completed his term as Chair of the Governance Committee in May 2007. Mr. Martin began serving as Chair of the Governance Committee after the May 2007 Board meeting. Messrs. Stern and Martin each earned the following fees: $47,500 annual retainer plus one-half of the Governance Committee Chair annual retainer or $2,000. |
| (2) | Includes the share portion of the annual retainer – a $50,000 Common Stock grant authorized by the Board under the 2007 Equity Plan. Each independent Director serving on the Board as of May 7, 2007, was issued 1,155 shares of Common Stock at a price of $43.27 (the average of the high and low transaction prices for a share of Common Stock on the date of grant, May 8, 2007) for a total grant value of approximately $49,977. The difference between the $50,000 Common Stock grant authorized by the Board and the actual value of Common Stock issued pursuant to such grant ($49,977) was approximately $23. As the Corporation only issues fractional shares under the Directors Deferred Plan, the Corporation paid each independent Director $23 either in the form of cash in lieu of a fractional share for those Directors that did not elect to defer their Common Stock grant under the Directors Deferred Plan or in the form of a fractional share for those Directors that did elect to defer their Common Stock grant under the Directors Deferred Plan. Ms. Smith and Messrs. Christensen, Jenkins, Porcellato, Scalzo and Waters each deferred 100% of their Common Stock grant under the Directors Deferred Plan. The closing price of Common Stock on May 8, 2007 was $43.62 per share. There are no unexercised option awards or unvested stock awards outstanding as of the end of Fiscal 2007 for any of the Directors. |
| (3) | Includes above-market interest earned on cash compensation deferred under the Directors Deferred Plan. Interest on deferred cash compensation is earned at 1% over the prime rate, as determined by the Compensation Committee. Messrs. Jenkins and Waters each deferred 50% of their cash compensation. Above-market interest earned by Mr. Scalzo is for cash compensation deferred prior to January 1, 2006. Above-market interest earned by Mr. Porcellato is for cash compensation deferred prior to January 1, 2007. |
| (4) | Includes dividends earned on Common Stock grants during Fiscal 2007. |
Security Ownership of Certain Beneficial Owners
On the Record Date, there were 44,504,669 Outstanding Shares. On that date, to the Corporation's knowledge, there were two shareholders who owned beneficially more than 5 percent of all Outstanding Shares. The table below contains information, as of that date (except as noted below), regarding the beneficial ownership of these persons or entities. Unless otherwise indicated, the Corporation believes that each of the persons or entities listed below has sole voting and investing power with respect to all the shares of Common Stock indicated.
Name and Address of Beneficial Owner | Amount and Nature of Beneficial Ownership | Percent of Class |
State Farm Insurance Companies One State Farm Plaza Bloomington, Illinois 61701 | 7,366,400 (1) | 16.6% |
Terrence L. and Loretta B. Mealy 301 East Second Street Muscatine, Iowa 52761 | 3,436,513 (2) | 7.7% |
_________________
Notes
| (1) | Information is based on a Schedule 13G/A, dated January 24, 2008, filed with the SEC by State Farm Insurance Companies for the period ended December 31, 2007. |
| (2) | Information is based on a Schedule 13G/A, dated February 27, 2008, filed with the SEC by Terrence L. and Loretta B. Mealy for the period ended December 31, 2007. |
Security Ownership of Directors and Executive Officers
The following table sets forth the beneficial ownership of Common Stock as of the Record Date for each Director and nominee for Director, each Named Executive Officer and by all Directors (including nominees) and executive officers of the Corporation as a group. The address of the persons listed below is 408 East Second Street, Muscatine, Iowa 52761.
| Name | Common Stock (1) | Common Stock Units (2) | Options Exercisable as of the Record Date or Within 60 Days Thereof | Total Stock and Stock-Based Holdings |
| Stan A. Askren | 48,015 | 14,887 | 141,000 | 203,902 |
| Mary H. Bell | 0 | 2,977 | 0 | 2,977 |
| Miguel M. Calado | 12,328 | 0 | 0 | 12,328 |
| Gary M. Christensen | 0 | 16,896 | 0 | 16,896 |
| Cheryl A. Francis | 17,361 | 0 | 0 | 17,361 |
| John A. Halbrook | 5,655 | 4,345 | 0 | 10,000 |
| James R. Jenkins | 0 | 3,697 | 0 | 3,697 |
| Dennis J. Martin | 1,155 | 11,872 | 0 | 13,027 |
| Larry B. Porcellato | 2,000 | 4,807 | 0 | 6,807 |
| Joseph E. Scalzo | 0 | 8,464 | 0 | 8,464 |
| Abbie J. Smith | 0 | 16,051 | 0 | 16,051 |
| Brian E. Stern | 19,414 | 0 | 0 | 19,414 |
| Ronald V. Waters, III | 0 | 9,018 | 0 | 9,018 |
| Bradley D. Determan | 18,343 | 0 | 18,000 | 36,343 |
| Name | Common Stock (1) | Common Stock Units (2) | Options Exercisable as of the Record Date or Within 60 Days Thereof | Total Stock and Stock-Based Holdings |
| Jerald K. Dittmer | 16,655 | 0 | 47,250 | 63,905 |
| Eric K. Jungbluth | 6,827 | 0 | 15,000 | 21,827 |
| Marco V. Molinari | 6,629 | 0 | 28,000 | 34,629 |
| All Director and Executive Officers as a Group - (23) | 179,644 | 93,014 | 254,250 | 526,908 |
__________________
Notes
| (1) | Includes restricted shares held by Directors and executive officers over which they have voting power but not investment power, shares held directly or in joint tenancy, shares held in trust, by broker, bank or nominee or other indirect means and over which the individual or member of the group has sole voting or shared voting and/or investment power. Each individual or member of the group has sole voting and investment power with respect to the shares shown in the table above, except Mr. Askren's spouse shares voting and investment power with respect to 7,588 of the 48,015 shares listed above for Mr. Askren. No Director or Named Executive Officer owns more than one percent of the Outstanding Shares. All Directors and executive officers as a group own approximately 1.2 percent of the Outstanding Shares. |
| (2) | Indicates the nonvoting share units credited to the account of the named individual or members of the group, as applicable, under either the Deferred Plan (as described on page 23 of this Proxy Statement) or the Directors Deferred Plan (as described on page 36 of this Proxy Statement). |
The following table provides information as of December 29, 2007, about Common Stock which may be issued under the Corporation's equity compensation plans.
Plan Category | Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights (a) (1) | Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights (b) | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) (c) (2) |
| Equity compensation plans approved by security holders | 1,043,066 | $38.72 | 5,283,384 |
| Equity compensation plans not approved by security holders | –– | –– | –– |
| Total | 1,043,066 | $38.72 | 5,283,384 |
________________
Notes
| (1) | Includes shares to be issued upon the exercise of outstanding options granted under the 1995 Compensation Plan prior to termination of such plan. The 1995 Compensation Plan terminated upon shareholder approval of the 2007 Compensation Plan at the 2007 annual meeting of shareholders. The termination of the 1995 Compensation Plan does not impact the validity of any outstanding options granted under such plan prior to termination. As of the last day of Fiscal 2007, there were no outstanding (1) warrants or rights under the 1995 Compensation Plan and (2) options, warrants or rights under the 2007 Compensation Plan, the 1997 Equity Plan or the 2007 Equity Plan. The 1997 Equity Plan terminated upon shareholder approval of the 2007 Equity Plan at the 2007 annual meeting of shareholders. |
| (2) | Includes shares available for issuance under the 2007 Compensation Plan – 5,000,000, and the 2007 Equity Plan – 283,384. Of the 5,000,000 shares available for issuance under the 2007 Compensation Plan, no more than 1,000,000 of such shares can be issued in the form of restricted stock, restricted stock units, performance shares, dividend equivalents, deferred share units and bonus stock. |
Under the federal securities laws, the Directors and executive officers of the Corporation, and certain persons who own more than 10 percent of the Outstanding Shares, are required to report their ownership of Common Stock and changes in that ownership to the SEC and the NYSE. Specific due dates for these reports have been established by the SEC, and the Corporation is required to report in this Proxy Statement any known failure to file by these dates during Fiscal 2007.
Based solely on a review of copies of the reports the Corporation has received, or written representations from certain reporting persons, the Corporation believes that during Fiscal 2007 all reporting persons made all filings required by Section 16(a) on a timely basis.
Notwithstanding anything to the contrary set forth in any of the Corporation's previous filings under the Securities Act of 1933 or the Exchange Act that might incorporate future filings, including this Proxy Statement, in whole or in part, the Audit Committee Report included on page 11 of this Proxy Statement and the Compensation Committee Report included on page 27 of this Proxy Statement shall not be incorporated by reference into any such filings.
Proposals by shareholders intended to be presented at the 2009 annual meeting of shareholders must be received at the Corporation's executive offices no later than November 23, 2008 to be included in the proxy statement and proxy form. All shareholder notice of proposals submitted outside the processes of Exchange Act Rule 14a-8 must be received between February 7, 2009 and March 9, 2009 to be considered for presentation at the 2009 annual meeting of shareholders. In addition, any shareholder proposals must comply with the informational requirements contained in the By-laws, Section 2.16(a)(2), in order to be presented at the 2009 annual meeting of shareholders. On written request to the Corporate Secretary at HNI Corporation, 408 East Second Street, Muscatine, Iowa 52761, the Corporation will provide, without charge to any shareholder, a copy of the By-laws.
The Board knows of no other matters that will be brought before the Meeting, but, if other matters properly come before the Meeting, it is intended that the persons named in the proxy will vote the proxy according to their best judgment.
On written request to the Corporate Secretary at HNI Corporation, 408 East Second Street, Muscatine, Iowa 52761, the Corporation will provide, without charge to any shareholder, a copy of its Annual Report on Form 10-K for Fiscal 2007, including financial statements and schedules, filed with the SEC. The report is also available on the Corporation's website at www.hnicorp.com, under "Investor Information–Annual & Quarterly Reports."
Information set forth in this Proxy Statement is as of March 19, 2008, unless otherwise noted.
Steven M. Bradford
Vice President, General Counsel and Secretary
March 19, 2008
The Annual Report to Shareholders of the Corporation for Fiscal 2007, which includes financial statements, is being mailed to shareholders of the Corporation together with this Proxy Statement. The Annual Report does not form any part of the material for the solicitation of proxies.
Companies Participating in the Survey Reports
| 1-800 CONTACTS, Inc. | 21st Century Oncology | 2Wire, Inc. | 3M Company |
| 7-Eleven, Inc. | A O Smith Corporation | A&P | AG. Edwards, Inc. |
| AT. Cross | AT. Kearney, Inc. | AAA National Office | AAA of Science |
| AARP | ABB, Inc. | Abbott Laboratories | ABC Health Plans |
| Abilities! | ABM Industries, Inc. | AboveNet Communications, Inc. | Abraxas Petroleum Corporation |
| Abrazo Health Care | Abt Associates, Inc. | ABX Air, Inc. | ACC Capital Holdings |
| Accenture | ACCO Brands, Inc. | Accor North America, Inc. | Accredited Home Lenders, Inc. |
| ACE Limited | Acergy US, Inc. | ACH Food | ACI Worldwide |
| ACORD | Acuity | Adams Resources & Energy | Adams Respiratory Therapeutics |
| Adecco | ADESA, Inc. | Administaff, Inc. | ADTRAN Incorporated |
Advance Auto Parts Advanta Corporation | Advanced Measurement Technology, Inc. | Advanced Medical Optics, Inc. ADVO, Inc. | Advanced Micro Devices Advocate Healthcare |
| Aegis Mortgage Corporation | Adventist Health System | Aera Energy Services Company | Aerojet |
| Aeronix, Inc. | Aegon USA | Aetna, Inc. | Affinity Bank |
| Affinity Health Plan | AET | Ag Processing, Inc. | Ag Processing, Inc. |
| AGCO Corporation | AFLAC, Inc. | AGL Resources | Agnesian HealthCare |
| AgriBank FCB | AgFirst | AIG | AIPSO |
Air Frame Manufacturing & Supply Company, Inc. | Agrium U.S. Air Products and Chemicals | Airlines Reporting Corporation Aker Kvaerner | Aisin Automotive Akzo Nobel, Inc. |
| Aistom Power | AK Steel Holding Corporation | Albany Medical Center | Albemarle Corporation |
Alabama Gas Corporation Albertson's, Inc. | Alaska Communications Systems Group | Alcon Laboratories Alfa Laval, Inc. | Alegent Health Alibritton Communications |
| Aleris International, Inc. | Alcoa, Inc. | Allete | Alliance Data Systems |
Allegheny County Sanitary Authority | Alexander & Baldwin, Inc. Allegheny Energy, Inc. | Alliance Pipeline, Inc. Allianz Global Investors of | AllianceBernstein L.P. Allianz Life Insurance |
| Allegheny Technologies, Inc. | Allergan, Inc. | America, LP | Allina Health System |
Alliant Energy Allied Building Products Corp. | Alliant Techsystems Allied Irish Banks, plc US | Allied Waste Industries ALON USA Energy, Inc. | ALSAC/St. Jude Children's Research Hospital |
| Allstate Corporation | ALLTEL Corporation | Altana Pharma | Alticor |
| ALSTOM Power Services | Alta Resources Corporation | Amalgamated Bank ofNew York | Amazon.Com, Inc. |
| Altria Group, Inc. | Altru Health System | America Online, Inc. | America's Test Kitchen |
Amcor Pet Packaging North America, Inc. | Ameren Corporation American Airlines Publishing | American Axle & Manufacturing Holding, Inc. | American Bureau of Shipping American Family Insurance |
| American Airlines | American Century Investments | American Express | American Greetings |
American Casino & Entertainment Properties | American Electric Power American Financial Group | American Farmers & Ranchers Mutual Insurance Company | American Home Mortgage Investment Corporation |
American College of Emergency Physicians | American International American Signature, Inc. | American Standard Companies, Inc. | American Packaging Company American Systems Corporation |
| American Institute of Physics | American Water | American Library Association | AmeriGas Propane, Inc. |
| American Red Cross | AmeriHealth Mercy Health Plan | AmeriCredit Corp. | Ameriprise Financial |
| American United Life Insurance Co. | AmerisourceBergen Corporation | AmeriPride Services, Inc. | Ameritrade |
| AMERIGROUP Corporation | Amgen, Inc. | Ameristar Casinos, Inc. | Amphenol Corporation |
| Ameriquest | AMSEC, LLC | Amica Mutual Insurance Co. | AMVEST Osage, Inc. |
| Ames True Temper | Anchor Blue Retail Group | AmTrust Bank | Angiotech Pharmaceuticals |
| Amplifon USA | Anheuser-Busch Companies, Inc. | Anchor Danly | Ann Taylor Stores Corporation |
| Anadarko Petroleum Corporation | Anne Arundel Medical Center | Anixter International, Inc. | AON Corporation |
| ANH Refractories Company | Apache Corporation | AOC LLC | APAC Customer Services |
Anna's Linens Company APL Ltd. | Apogen Technologies Apple, Inc. | Apartment Investment and Management Company | APC/MGE Critical Power and Cooling Services |
| Apple Computer | Applied Materials, Inc. | Apollo Group, Inc. | Appalachian Regional Healthcare |
| Appleton Papers | ARAMARK Corporation | Applebee's International, Inc. | Applera |
| AQS, Inc. | Archer Daniels Midland Company | Applied Technology & Mgmt. | Apria Healthcare Group, Inc. |
| Arch Coal, Inc. | Ardent Health Services | Arby's Restaurant Group | Arch Capital Group, Ltd. |
| Arctic Cat | ARGO-TECH Corporation | Archon Group, L.P. | Archstone Smith |
| Argonne National Laboratory | AREVA NP, Inc. | Argonaut Group | Ariens Company |
| Arizona Public Service | Arlington County Government | Armed Forces Insurance | Armstrong World Industries, Inc. |
| Arkansas BlueCross BlueShield | Arrow Electronics, Inc. | ARTEL, Inc. | Arup New York |
| Arnold and Porter, LLP | Arvig Communication Systems | Arvin Sango, Inc. | ArvinMeritor |
| Arup San Francisco | Arysta LifeScience North America | Asante Health System | Asbury Automotive Group |
| Ashland, Inc. | Ashmore Energy International | Aspect Energy, LLC | ASCAP |
| Aspect Energy, LLC | Aspect Abundant Shale, LP | Asset Marketing Service, Inc. | Assisted Living Concepts |
| Associated Banc-Corp | Associated Electric Co-op, Inc. | Assurant, Inc. | Assurant Health |
| Astoria Financial | AstraZeneca | Asurion | AT&T, Inc. |
| AtlantiCare Regional Medical Cntr | Atmos Energy | Atria Senior Living Group | AURA/Gemini Observatory |
| Aurora Health Care | Aurora Loan Services | Auto Club Group | Automatic Data Processing |
| Automobile Club of Southern CA | Automobile Protection Corporation | Autonation, Inc. | AutoZone, Inc. |
| AvalonBay Communities, Inc. | Avaya, Inc. | Aveda Corporation | Avery Dennison Corporation |
| Aviall, Inc. | Avis Budget Group | Avista Corporation | Aviva USA |
| Avon Products | AXA Equitable | Axis Capital Holdings | B Braun Medical, Inc. |
| BC. Ziegler | B E Aerospace | Babcock & Wilcox Company | Babson College |
| BAE Systems, Inc. | Bahakel Communications | Baker Hughes, Inc. | Ball Corporation |
| Ball State University | Baltimore Aircoil Company | Baltimore Life Insurance Co. | Bank North |
| Bank of America Corporation | Bank of New York Co., Inc. | Bank of the West | BankAtlantic |
| Bankers Bank | Barloworld Industrial Distribution | Banner Health | Baptist Health System |
| Baptist St. Anthony's Health System | Bank of NT, Butterfield & Son Limited | Bechtel Systems & Infrastructure, Inc. | BHP Billiton Petroleum (Americas), Inc. |
| Barr Pharmaceutical | Barrick Gold of North America | Barnes & Noble | Barr Laboratories |
| Battelle Memorial Institute | Bausch & Lomb, Inc. | Basic Energy Services | Basler Electric Company |
| Bayhealth Medical Center | Baylor College of Medicine | Baxter International | Bayer CropScience |
| BB&T Corporation | Beacon Industrial Group | Baylor Health Care System | Baystate Health System |
| Belo Corporation | Beckman Coulter, Inc. | Bechtel Corporation | Bechtel Plant Machinery, Inc. |
| Benchmark Electronics, Inc. | Bemis Company, Inc. | Belk, Inc. | Belkin International, Inc. |
| Betsy Johnson Regional Hospital | Benjamin Moore | Bemis Manufacturing Company | Benchmark Brands |
| Biodvnamic Research Corporation | BioForm Medical, Inc. | Berwick Offray LLC | Best Buy |
| BISYS Group, Inc. | BJ'S Wholesale Club, Inc. | BIC | Big Lots, Inc. |
| Black & Veatch Corporation | Black Hills | Biogen Idec, Inc. | Birmingham-Southern College |
| Blockbuster, Inc. | Blood-Horse | BJC HealthCare | Black & Decker Corporation |
| Bluebonnet Federal Credit Union | BlueCare Network of Michigan | Blockbuster Entertainment | BlueLinx Corporation |
| Bluelinx Holdings, Inc. | Boart Longyear | Blue Cross | Blue Shield |
Board of Governors of the Federal Reserve System | Black Stone Minerals Company, LLP | Bon Secours Richmond Health System | Boston Financial Data Services, Inc. |
| Boehringer Ingeiheim | Boeing Company | BlueCross BlueShield | Bluegreen Corporation |
| BOK Financial | Bombardier Transportation | BMW Manufacturing Co., LLC | BMW of North America, LLC |
| Booz Allen Hamilton | Borders Group, Inc. | Bob Evans Farms, Inc. | Bobit Business Media |
| Boston Market Corporation | Boeing Employees Credit Union | Boise Cascade, LLC | Bookspan |
| Borg Warner, Inc. | Bose Corporation | Boston Scientific Corporation | Boston University |
| Bovis Lend Lease | Bowater, Inc. | Boy Scouts of America | Boyd Gaming Corporation |
| Boys & Girls Clubs of America | BP North America | Bracco Diagnostics | Brady Corporation |
| Branch Banking & Trust Company | BRE Properties, Inc. | Brigham Exploration Company | Brinks Company |
| Bristol West Holdings, Inc. | Bristol-Myers Squibb Company | British Gas North America, LLC | Broadcom Corporation |
| Broadlane | Broadview Networks | Brockridge Real Estate | Bronson Healthcare Group, Inc. |
| Brookhaven National Laboratory | Brooklyn Industries | Brooks Health Systems | Brookstone Company |
| Brotherhood Mutual Insurance Co. | Brown and CaIdwell | Brown Printing Company | Brown Shoe Company, Inc. |
| Brownells, Inc. | Brown-Forman Corporation | Brunswick New Technologies | Bryan Cave, LLP |
| Bryant College | Bucyrus International, Inc. | Buffets, Inc. | Builders Firstsource |
| Building Materials Holding Corp. | Bulgari Retail USA | Bunge, Ltd. | Burger King Corporation |
| Burlington Northern Santa Fe | Burnett Oil Co., Inc. | Busch, Inc. | Business & Legal Reports, Inc. |
| Butler Manufacturing Company | BWXTY-12 | C&S Wholesale Grocers | C. H. Robinson Worldwide |
| C2 Portfolio, Inc. | Cabelas, Inc. | Cable One, Inc. | Cablevision of Boston |
| Cablevision Systems Corporation | Cabot Corporation | CACI International, Inc. | Cadbury-Schweppes N. America |
CAE Simuflite Civil Training & Services | CAE Simuflite Military Simulation & Training | California Casualty Management Company | Caelum Research Corporation Calibre Systems |
| California Automobile Association | California Institute of Technology | California Dental Association | California Hospital Association |
| California Independent System | California Water Service Company | California ISO | California Pizza Kitchen |
| California State Automobile Assn. | Cameron International | Callaway Golf Company | Calpine |
| Camcraft | Canon USA | Candela Corporation | Capital One Financial Corp.n |
Canandaigua National Bank & Trust Company | Capital Region Health Care Corporation | Canberra Industries, Inc. Capgemini US, Inc. | Capital Bank Capital Blue Cross |
| Capitol Broadcasting | Cardinal Health | Care New England | Capital Safety |
| CareFirst BlueCross BlueShield | CareFirst, Inc. | CareMark RX, Inc. | CareCentrix |
| Carestream Health | Cargill, Inc. | Carilion Health System | Caremark, Inc. |
| Carlson Companies | Carmax, Inc. | Carpenter Technology Corp. | Carlisle Companies, Inc. |
| Carson Tahoe Regional Healthcare | Carters, Inc. | Casino Arizona | Carrizo Oil & Gas, Inc. |
| Catalytic Solutions | Caterpillar, Inc. | Catholic Health East | Castle Rock Industries |
| Catholic Healthcare West (CHW) | Catholic Knights | Catholic Medical Center | CB Richard Ellis, Inc. |
Catholic Health Initiatives Kentucky Region | CCS Income Trust - CCS Energy Services | CBRL Group CBS Corporation | CDM, Inc. CDW Corporation |
| Celanese Corporation | CEC Entertainment, Inc. | Cedar Rapids TV | Cedars-Sinai Health System |
| Cell Therapeutic | Celestica | Celgene | Celina Insurance Group |
| Centegra Health System | Cellular South, Inc. | Celtic Insurance | Cemex, Inc. U5 |
| Centex Corporation | Centene Corporation | Center For Creative Leadership | CenterPoint Energy |
| Century Tel Enterprises, Inc. | Central Georgia Health System | Cephalon, Inc. | Centura Health |
| Ceridian | CenturyTel, Inc. | CFA Institute | CFC International |
Ceramic Protection Corporation of America | CGI Technologies and Solutions, Inc. US | CGG Veritas, Inc. CGI-AMS | CH2M Hill Chanel |
| Chaparrol Steel Company | Charles L, Crane Agency Co. | Charles Schwab Corporation | Charming Shoppes, Inc. |
| Charter Communications | Chase Automotive Finance | CheckFree Corporation | CheckFree Holdings |
| Chelan County Public Util. Dept. | Chemical Lime Company | ChemTreat, Inc. | Chemtura Corporation |
| Cheasapeake Energy Corporation | Chevron Corporation | Chevron Phillips Chemical Co. | Chevy Chase Bank |
| Chicago Mercantile Exchange, Inc. | Chicago Board Options Exchange | Chicago Bridge & Iron Company | Chicago Transit Authority |
Children's Health System Birmingham | Children's Hospital & Regional Medical Center, Seattle | Children's Hospitals and Clinics of Minnesota | Children's Hospital and Health System |
| Chief Oil & Gas, LLC | Children's Hospital of Orange Co. | Children's Healthcare of Atlanta | Children's Hospital Central CA |
| Chiquita Brands International, Inc. | Children's Medical Center - Dallas | Children's Memorial Hospital | Chipotle Mexican Grill |
| Chittenden Corporation | Christian City | Christopher & Banks | CHS, Inc. |
| Chubb Corporation | Chumash Casino | Church & Dwight | CIBA Vision Corporation |
Church of Jesus Christ Latter Day Saints | Cincinnati Children's Hospital Medical Center | City of Hope National Medical Center | Coca Cola Bottling Company Consolidated |
| CIGNA Corporation | Cincinnati Bell | Cinco Natural Resources Corp. | Cingular Wireless |
| Cincinnati Financial Corporation | Circle K Stores, Inc. | Citation Oil & Gas Corporation | CITGO Petroleum |
| Circuit City Stores, Inc. | CIT Group, Inc. | Citizens Communications Co. | Citizens Financial Group, Inc. |
| Citigroup, Inc. | CitiStreet, LLC | City of Austin | City of Charlotte |
| Citizens Property Insurance Corp. | City and County of Denver | City of Frederick | City of Philadelphia |
| City of Columbus | City of Dallas | City of Overland Park, Kansas | Clarian Health Partners, Inc. |
| City of Houston | City of Lubbock | Claremont Graduate University | Claymont Steel Holdings, Inc. |
| City of Redmond | City of Richmond | Classified Ventures, LLC | Cleveland Clinic |
| Clarke American Checks | Clarkston Consulting | Cleco Corporation | ClubCorp, Inc. |
| Clear Channel Communications | Clear Channel Outdoor Holdings | Clorox | CNL Financial Group |
| Clinics of North Texas LLP | Clopay Corporation | CNA Financial Corporation | Coca-Cola Company |
| CMP Media | CMS Energy Corporation | Cobra Electronics Corporation | Coca-Cola Enterprises, Inc. |
| COACH | Cobank | COG Operating, LLC | Colgate Palmolive Company |
| College of DuPage | Collins & Aikman | Colonial Banc Group | Colonial Bank |
| Colonial Williamsburg Foundation | Colorado Springs Utilities | Colsa Corporation | Columbia Bank |
| Columbia St. Mary's | Columbus McKinnon Corporation | Comair | Combe |
| Comcast Corporation | Comerica, Inc. | Comfort Systems USA | Commerce Bancorp, Inc. |
| Communication Technologies, Inc. | Commerce Bancshares, Inc. | CommScope, Inc. | Community Care |
| Communications Data Services, Inc. | Community Health Network | Community Health Systems | Compass Bancshares |
CommunityCare Managed Healthcare Plans of Oklahoma | Community Hospitals Indianapolis | Connecticut Children's Medical Center | Computer Technology Associates, Inc. |
| Compass Bank | CompuCom Systems, Inc. | CompUSA | Computer Sciences Corporation |
| Computer Task Group | Computershare | ConAgra Foods, Inc. | Concentra, Inc. |
| ConnectiCare, Inc. | Connell | Conoco Phillips | Conseco Services LLC |
| Conseco, Inc. | Consol Energy, Inc. | Consolidated Edison, Inc. | CONSTAR International |
| Constellation Brands, Inc. | Constellation Energy Group, Inc. | Continental Airlines, Inc. | Continental Automotive Systems |
| Continental Western Insurance Co. | Convergys Corporation | Con-Way, Inc. | Cooper University Hospital |
| Cook Communication Ministries | Cooper Industries, Ltd. | Cooper Tire & Rubber Company | Core Mark Holding Co., Inc. |
| CooperVision | Copeland Corporation | Cordillera Communications | Corning, Inc. |
| Cook Children's Health Care Systm | Corinthian College, Inc. | Corn Products | Cornell University |
Corporate Express, Inc., a Buhrmann Company | Corrections Corporation of America | Country Insurance & Financial Services | Cracker Barrel Old Country Store, Inc. |
| Cost Plus, Inc. | Countrvmark Cooperative, LLP | Countrywide Financial Corp. | County of Kent, Michigan |
| County of Spotsylvania | Covansys Corporation | Covenant Health | County of Monterey |
| Cox Enterprises, Inc. | Cox Target Media | CPS Energy | Coventry Health Care, Inc. |
| Crane Company | Cranston Print Works Company | Crate and Barrel | Crawford and Company |
| Credit Acceptance Corporation | Critical Health Systems, Inc. | Crosstex Energy Services | Crosstex Energy, Inc. |
| Crowe Chizek and Company, LLC | Crowley Maritime Corporation | Crown Castle International Corp. | Crown Cork & Seal |
| Crozer-Keystone Health System | CSL Behring, LCC | CSS Industries, Inc. | CSX Corporation |
| Cubic Corporation | Cullen Frost Bankers | Culligan International Company | Cummins, Inc. |
| CUNA Mutual Group | Cushman & Wakefield | CVR Energy, Inc. | CVS Pharmacy |
| CVS Caremark Corporation | Cytec Industries, Inc. | D&E Communications, Inc. | Dade Behring, Inc. |
| Daiichi Sankyo, Inc. | Dal-Tile Corporation | Dairy Management, Inc. | Dallas Central Appraisal District |
| Dallas County | Danaher Motion | Dal-Tile, Inc. | Dana |
| Danaher Corporation | Dassault Falcon Jet Corporation | Danbury Health Systems | Danfoss US - Compressors |
| Darden Restaurants | Dave & Buster's | Data Center, Inc. | Data Exchange |
| Data Recognition Corporation | Dean Health Systems, Inc. | Davita, Inc. | Dayton Superior Corporation |
| DCH Regional Medical Center | Del Monte Foods Company | Deere & Company | DeKaIb Medical Center |
| Del Laboratories, Inc. | Delphi Corporation | Delek US Holdings, Inc. | Dell, Inc. - Dell Direct Store |
| Delorme Publishing | Denny's Corporation | Deluxe Corporation | Denny's, Inc. |
DaimlerChrysler Financial Services Americas, LLC | Denso Manufacturing Michigan, Inc. | Denver Health & Hospital Authority | Derry Township Municipal Authority |
| Dentsply | DePaul University | Devon Energy | DeVry, Inc. |
| DFB Pharmaceuticals | DHL Express | Diageo North America | Diamond Offshore Drilling, Inc. |
| Dick's Sporting Goods | Dickstein Shapiro LLP | Diebold, Inc. | Digital Risk, LLC |
| Digitas Inc. | Diliards, Inc. | Direct General Corporation | DIRECTV, Inc. |
Discover Financial Services Dispatch Broadcast Group | Discovery Communications, Inc. DKRW Energy | Disney Consumer Products DLA Piper US, LLP | Disneyland Resort, Retail Operations |
| Dobson Communications Corp. | Doherty Employment Group | Dollar General Corporation | D-M-E Company |
| Dominion Resources, Inc. | Donaldson Company, Inc. | Dorsey & Whitney, LLP | Dollar Thrifty Automotive Group |
| Dow Chemical | Dow Jones | Downey Savings & Loan Assn. | Dover Corporation |
| Dresser-Rand Company | DSC Logistics | DST Systems, Inc. | Dress Barn, Inc. |
| DTE Energy Company | Duane Morris, LLP | Duke Energy Corporation | DSW, Inc. |
| Duke University Health System | DuPont | Duquesne Light Holdings, Inc. | Duke Realty Corporation |
| DynMcDermott Petroleum Op. | E Trade Financial Corporation | E W Scripps Company | Dynea USA |
| EON US, LW | East Kentucky Power Cooperative | Eastern Bank | E I duPont deNemours and Co. |
| Eastman Chemical Company | Eastman Kodak Company | Eaton Corporation | Eastern Mountain Spoils |
| EBS Asset Management | EchoStar Communications Corp. | EchoStar Satellite LLC | eBay, Inc. |
| Eddie Bauer | EDFUND | Edge Petroleum Corporation | Ecolab, Inc. |
| Edison Mission Energy | Edison Schools, Inc. | Edmund Optics | Edison International |
| EDS | Education Management | Educational Testing Service | EDO |
| Edward Lowe Foundation | Edwards Lifesciences, LLC | eFunds Corporation | Edward Jones |
| Eisai | El Paso Corporation | Electro Rent Corporation | EG&G - Defense Materials |
| Electronic Data Systems | Eli Lilly & Company | Elkhart General Hospital | Electrolux Homecare of N.A. |
| Elsevier | EMBARQ Corporation | EMC Mortgage Corporation | Elmer's Products, Inc. |
| Emerson Electric | Emory Healthcare, Inc. | Employers Insurance Company | EMCOR Group, Inc. |
| Enbridge Energy Partners, LP | EnCana Oil & Gas USA | Encore Capital Group | Employers Mutual Casualty Co. |
| Energen Corporation | Energizer | Energy East Corporation | Endeavour International |
| Energy Northwest | Energy Partners, Ltd. | EnergySouth, Inc. | Energy Enterprise Solutions, Inc. |
| EnerVest Management Partners | Eni US Operating Company, Inc. | Enodis plc | Enerplus Resources Fund |
| Ensign United States Drilling, Inc. | Enron | ENSCO International, Inc. | EnPro Industries, Inc. |
| Entergy | Enterprise Products Partners, LP | Entertainment Publications | Entegra Power Services, LLC |
| EOG Resources, Inc. | EON US LLC | EPCO | Enzon Pharmaceuticals, Inc. |
| Equifax, Inc. | Equitable Resources | Equity Office Properties | Episcopal Retirement Homes |
| eResearch Technology | Ergotron, Inc. | Erickson Retirement Comm. | Equity Residential |
| Erie County Medical Center Corp. | Ernst & Young, LLP | Eschelon Telecom, Inc. | ESCO Corporation |
| Erie Insurance Group | ESL Federal Credit Union | ESRI | Essilor of America |
| ESCO Technologies | Esterline Technologies Corp. | Esurance, Inc. | Etnyre International, Ltd. |
| Estee Lauder Companies, Inc. | EverBank | Everest Re Group, Ltd. | Evraz Oregon Steel Mills |
| Eugene Water & Electric Board | Exel plc USA | Exelon Corporation | Exempla Healthcare, Inc. |
| Excellus BlueCross BlueShield | Exostar LLC | Experian Group | Exxon Mobil Corporation - |
| Expeditors Intl. of WA, Inc. | Exide Corporation | Explorer Pipeline Company | Express Scripts, Inc. |
| Extendicare Health Services | E-Z-EM, Inc. | Fabri-Kal Corporation | Factory Card & Party Outlet |
| Faegre & Benson, LLP | Fairfax County Public Schools | Fairview Health Services | Fannie Mae |
| Fairchild Controls | Farm Credit Bank of Texas | Farmer Bros. Company | Farmers Group |
| FANUC Robotics America | Fasken Oil and Ranch, Ltd. | FBD Consulting, Inc. | FBL Financial Group, Inc. |
| Farmer's Home Furniture | Federal Express Corporation | Federal Home Loan Bank | Federal Reserve Bank |
| FCI USA, Inc. | Federal-Mogul Corporation | Federated Department Stores | Federated Investors |
| Federal Reserve Information Tech. | FedEx Kinko's | Fellowes, Inc. | Ferguson Enterprises |
| FedEx Express | FermiLab | Ferrellgas | Ferro Corporation |
| Fermi National Accelerator Lab. | Fidelity National Financial, Inc. | Fidelity Investments | Fifth Third Bank |
| Fidelity National Information Serv. | Fidelity Nat'l Real Estate Solutions | Fifth Third Bancorp | Fireman's Fund Insurance Co. |
| First Charter Bank | First Citizens Bank | First Citizens of South Carolina | First American Corporation |
| First Horizon National Company | First Insurance Company of HI | First Interstate BancSystem | First Data Corporation |
| First Marblehead Corporation | First Midwest Bank, Inc. | FirstEnergy Corporation | First Investors Corporation |
| Fiskars Brands, Inc. | Fleetwood Enterprises, Inc. | Fleetwood Group | Fiserv, Inc. |
| Fletcher Allen Health Care | Flint Group | Florida Power & Light Company | Fleischmann's Yeast |
| Flowserve Corporation | Fluor Corporation | FMC Corporation | Florida Production Engineering |
| Foamex International, Inc. | Focus on the Family | Foldcraft Company | FMC Technologies, Inc. |
| Foot Locker, Inc. | Foote Health System | Ford Motor Company | Foley & Lardner LLP |
| Forest Laboratories, Inc. | Forrest General Hospital | Fortune Brands, Inc. | Forest City Enterprises |
| Foseco Metallurgical, Inc. | Fossil, Inc. | Foster Wheeler, Ltd. | Forum Communications |
| Fox Chase Cancer Center | Fox River Paper Company | FPL Group | Foundation Coal Corporation |
| Franklin Resources | Franklin Templeton Investments | Franklin W. Olin College of Eng. | Frankford Hospitals - |
Freeport McMoRan Copper and Gold, Inc. | Funeral Directors Life Insurance Company | Furniture Brands International, Inc. | Freddie Mac Freedom Communications, Inc. |
| Fremont Bank | Fremont Group | Friendly Ice Cream Corporation | Frontier Oil Corporation |
| FX Energy, Inc. | G&K Services, Inc. | G. Loomis, Inc. | Galamba Companies, Inc. |
| Gambro, Inc. | GameTech International | Gap, Inc. | Gardner Denver |
| Gartner, Inc. | Gary-Williams Energy Corp. | Gates | Gateway, Inc. |
| GATX Corporation | Gaylord Entertainment | GEICO | Geisinger Health System |
| GENCO Distribution Systems | GenCorp, Inc. | Genentech, Inc. | General Cable Corporation |
| General Communication, Inc. | General Dynamics Info. Tech. | General Electric Company | General Growth Properties, Inc. |
| General Mills | General Motors Corporation | General Nutrition, Inc. | General Parts International, Inc. |
| Generali USA Life Reassurance Co. | Genesco, Inc. | Genesis HealthCare Corp., Inc. | Genpro |
| Genpro Transportation | Gentiva Health Services | Genuine Parts Company | Genworth Financial, Inc. |
| Genzyme Corporation | GEO Group | GeoMet, Inc. | George Fisher Signet, Inc. |
| George Mason University | Georgia Gulf Corporation | Georgia Institute of Technology | Georgia Merit System |
| Gerdau Ameristeel | Getty Images | Gilead Sciences, Inc. | Girl Scouts of the USA |
| Givaudan US | GKN North America Services, Inc. | Glatfelter | GlaxoSmithKline |
| Global Consultants, Inc. | Global Crossing | Global Industries Offshore LLC | Global Payments, Inc. |
| Global Power Technology, Inc. | GlobalSantaFe Corporation | GMAC Insurance Mgmt. Corp. | GMAC ResCap |
| Gold Eagle Company | Golden Horizons LLC | Golden Innovations | Golden State Foods |
| Golden Ventures LLC | Golf Galaxy, Inc. | Golfsmith | Golub Corporation |
| Goodrich Corporation | Goodyear Tire & Rubber | Goody's Family Clothing | Google, Inc. |
| Gorton's | Graco, Inc. | Grady Health System | Graham Packaging | |
Government Employees Hospital Association, Inc. | Great American Financial Resources, Inc. | Greater Harris County 9-1-1 Emergency Network | Grande Cheese Company Grange Mutual Casualty Co. | |
| Granite Construction, Inc. | Graphic Packaging Corporation | Great Plains Energy | Great-West Life & Annuity | |
| Greyhound Lines, Inc. | Green Mountain Coffee | Greene, Tweed & Co. | Greenheck Fan Corporation | |
| GROWMARK, Inc. | Grotech Capital Group | Group 1 Automotive, Inc. | Group Health Cooperative | |
| Guaranty Bank | Grubb & Ellis Company | GTECH Corporation | GTSI | |
| GuideStone Financial Resources | Guardian Life | Guess?, Inc. | Guideposts | |
| H Enterprises International | Guitar Center, Inc. | GulfMark Offshore, Inc. | H E Butt Grocery Company | |
| H.J. Heinz Company | H Lee Moffitt Cancer Center | H&R Block, Inc. | H. E. Butt Grocers Company | |
| HR Fuller | Habitat for Humanity Int'l. | Halliburton Company | Hallmark Cards, Inc. | |
Half Price Books, Records, Magazines, Inc. | Harman International Industries, Inc. | Hartford Financial Services Group | Harvard Vanguard Medical Associates | |
| Hallwood Petroleum, LLC | Hamot Medical Center | Hanesbrands, Inc. | Hannaford Bros. Company | |
| Hanover Insurance Group, Inc. | Harley Davidson, Inc. | Harley-Davidson Motor Co. | Harleysville Insurance | |
| Harold's Stores, Inc. | Harpers Magazine Foundation | Harrah's Entertainment | Harris Associates, LP | |
| Harris County Hospital District | Harris Enterprises | Harris Interactive | Harris Bank | |
| Harsco Corporation | Harshaw Trane | Hawaiian Electric Company | Harris Trust & Savings Bank | |
| Harvard Pilgrim Health Care | Harvard University | HCA | Hartford HealthCare Corporation | |
| Hasbro, Inc. | Hastings Mutual Insurance Co. | HDS Retail North America | Harvey Industries | |
| Hazelden Foundation | HBO | Health Net, Inc. | Haves Lemmerz | |
| HCR Manor Care | HD Supply | HealthONE | HCC Insurance Holdings, Inc. | |
| Health First, Inc. | Health Management Association | Heat Transfer Research, Inc. | Health Care Service Corporation | |
| Health Plan Services, Inc. | HealthEast Care System | Hendrick Medical Center | Health Partners | |
| Healthways | Hearst-Argyle Television | Henry Ford Health System | HealthPartners | |
| Helmerich & Payne, Inc. | Helzberg Diamonds | Hennepin County Medical Center | Heller Ebrman, LLP | |
| Hendrickson International | Henkel of America The Dial Corp. | Henry Schein, Inc. | Hershey Company | |
| Herbalife International of America | Hercules, Inc. | Herman Miller, Inc. | Hewlett-Packard | |
| Hershey Foods | Hertz Global Holdings, Inc. | Hess Corporation | Highmark | |
| High Liner Foods USA | Highlights for Children | Highline Media | Hilton Hotels Corporation | |
| Hill Phoenix | Hilti, Inc. | Hilton Grand Vacations | Hollister, Inc. | |
| Hines Interests, LLP | Hitachi | Hitchiner Mfg. Co., Inc. | Home Interiors & Gifts, Inc. | |
| HNTB Companies | Hoffmann-La Roche | Holden Industries | Horizon Lines | |
| Holly Corporation | Holy Spirit Hospital | Home Depot, Inc. | Host Hotels & Resorts, Inc. | |
| Home Shopping Network | Honeywell International, Inc. | Hospira, Inc. | Hospital Sisters Health System | |
Horizon BlueCross BlueShield of New Jersey | Hortica Insurance and Employee Benefits | Howard Hughes Medical Institute | Hot Topic, Inc. Houghton Mifflin Company | |
| Hovnanian Enterprises | HSBC - North America | HSN, Inc. | Hubbard Broadcasting | |
| Hu-Friedy Manufacturing Co., Inc. | Humana, Inc. | Hunt Consolidated | Hunt ELP, Ltd. | |
| Hunter Douglas, Inc. | Hunter Industries Incorporated | Hunterdon Medical Center | Huntington Bancshares, Inc. | |
| Hunton & Williams, LLP | Huntsman Corporation | Huntsville Hospital | Huron Consulting Group | |
| Hutchinson Technology, Inc. | Huttig Building Products, Inc. | Hyatt Corporation | Hyatt Hotels Corporation | |
| Hydril Company, LP | Hyundai Motor America | IC, System, Inc. | IBM | |
| ICI American Holdings, Inc. | IDACORP, Inc. | Idearc Media | Idearc, Inc. | |
| IDEX | IKON Office Solutions | Illinois Housing Dev. Authority | IL Municipal Retirement Fund | |
| Illinois Tool Works | IMC, Inc. | Immix Management Services | IMS Health | |
| Independence Blue Cross | Indiana Farm Bureau Insurance | Indiana State Personnel Dept. | Indiana University | |
| Indianapolis Power & Light Co. | Indianapolis Public Schools | Indymac Bancorp, Inc. | Infinite Solutions LLC | |
| Information Handling Services | Information Management Service | ING North America Ins. Corp. | Ingersoll-Rand Co., Ltd. | |
| Ingram Book Company | Ingram Industries, Inc. | Ingram Micro, Inc. | Innomark Communications | |
| Innovative Wireless Tech., Inc. | INOVA Health Systems | Input Output, Inc. | Insituform Technologies | |
| Integrys Energy Group, Inc. | Institutional Shareholder Services | Instrument Sales & Service | Integra Telecom, Inc. | |
Institute of Nuclear Power Operations | InterContinental Hotels Group Americas | International Imaging Materials, Inc. | Itochu International, Inc. North America | |
| Intel Corporation | Interbake Foods, Inc. | Interface Solutions | Intermountain Health Care, Inc. | |
| International Business Machines | International Data | International Game Technology | International Paper Company | |
| International Electric Supply Corp. | International Flavors & Fragrances | International Truck and Engine | Interpublic Group of Companies | |
| Interstate Bakeries Corporation | Intier Automotive Seating | Invensys Controls | Invensys Process Systems | |
| Intertape Polymer Group | Invitrogen | Iowa Health System | Iowa State University | |
| Invesco, plc | Irex Corporation | Iron Mountain | Irvine Company | |
| iPCS, Inc. | Irwin Financial Corporation | ISO, Inc. | Isuzu Motors America, Inc. | |
| Irving Oil | ITT Corporation | ITT Industries System Division | J J Keller & Associates, Inc. | |
| J R Simplot Company | J&B Software, Inc. | J.C. Penney Company, Inc. | J.B. Hunt Transport, Inc. | |
| J.D. Power and Associates | J.M. Smucker | J.R. Simplot Company | Jabil Circuit, Inc. | |
| Jack In the Box, Inc. | Jackson Hewitt Tax Service, Inc. | Jackson National Life Ins. Co. | Jacobs Engineering Group, Inc. | |
| Jacobs Technology, Inc. | James Avery Craftsman, Inc. | James Hardie Building Products | Jarden Corporation | |
| JEA | Jefferson County Public Schools | Jefferson Wells International | JetBlue Airways | |
| Jockey International, Inc. | JLT Services Corporation | JM Family | Jo-Ann Fabric & Craft Stores | |
| John Knox Village | John Crane, Inc. | John Deere Credit | John Hancock Financial Services | |
| Johns-Manville | John Muir Health | John Wiley & Sons, Inc. | John Hopkins HealthCare, LLC | |
| Johnson Outdoors, Inc. | Johnson & Johnson | Johnson Controls | Johnson Financial Group | |
| Jostens, Inc. | Joint Commission | Jones Apparel Group, Inc. | Jones Lang LaSalle | |
| JPMorgan Chase | Journal Broadcast Group | JP Morgan Chase & Company | JPI Partners, LLC |
Jewish Hospital & St. Mary's HealthCare | JSJ Corporation Judicial Council of California | Judicial Branch of California Administration Branch | Juniper Networks, Inc. Jupiter Medical Center, Inc. |
| K & M International Power | K. Hovnanian Companies | Kaleida Health | Kaman Industrial Technologies |
| Kaiser Foundation Health Plan | Kaiser Permanente | KAPL | Kason Corporation |
| Kamehameha Schools | Kansas Farm Bureau | KBR, Inc. | Keenan & Associates |
| Kaye Scholer, LLP | KB Toys | Kelly Services, Inc. | Kemper Auto and Home Group |
| Keihin Indiana Precision Tech. | Kellogg Company | Kennametal | Kentucky Baptist Convention |
| Kendle International | Kenexa | Kentucky Lottery Corporation | Kerry Inc. US |
Kentucky Higher Education Student Loan Corporation | Keystone Automotive Industries, Inc. | Key Energy Services, Inc. KeyCorp | Keystone Foods, LLC Keyston Powdered Metal Co. |
| KIK Custom Products | Kimberly-Clark Corporation | Kinder Morgan, Inc. | Kindred Healthcare, Inc. |
| Kinetico, Inc. | King Pharmaceuticals | Kiplinger | Kiwanis International, Inc. |
| Knowledge Learning Corporation | Koch Industries | Kohler Company | Kohl's Department Stores |
| Komatsu America Corporation | Kone, Inc. (USK) US | Konecranes, Inc. | KPS Health Plans |
| Kraft Foods, Inc. | KRATON Polymers US, LLC | Kronospan, LLC | Krueger International |
| Kyocera America, Inc. | L-3 Communications Holdings, Inc | L Perrigo Company | LL. Bean, Inc. |
| L-3 Government Services | LA Aluminum Casting Company | Lab Volt System | Laboratory Corp. of America |
| Lafarge North America | LaGarde, Inc. | LAIKA | Lake Federal Bank |
| Lancaster General Hospital | Land O'Lakes, Inc. | LandAmerica Financial Group | Landis+Gyr, Inc. |
| Landstar System, Inc. | Lansing Board of Water & Light | Lantech.com | LANXESS Corporation US |
| Lario Oil & Gas Company | Laureate Education, Inc. | LAUSD | Lawson Products, Inc. |
| LeasePlan USA | Lebhar-Friedman | Lee Memorial Health System | Legacy Marketing Group |
| Legacy Reserves, LP | Legal & General America, Inc. | Leggett & Platt, Inc. | Lehigh Cement Company |
Lehigh University Lennox International, Inc. | Lehigh Valley Hospital & Health Network | Lenox Hill Hospital Leo Burnett Worldwide, Inc. | LESCO, Inc. Leupold & Stevens, Inc. |
| Levi Strauss | Leviton Manufacturing Co., Inc. | Lewistown Hospital | Lexington Medical Center |
| LexisNexis | Lexmark International, Inc. | Liberty Diversified Industries | Liberty Media Corporation |
Liberty Mutual Group Life Fitness | LifeMasters Supported Selfcare, Inc. | LifeBridge Health Lifepoint Hospitals, Inc. | Lifetouch, Inc. Lillian Vernon Corporation |
| Limited Brands, Inc. | Lincoln National Corporation | Linde Group | Lithia Motors, Inc. |
| Lincoln Financial | Live Nation, Inc. | Liz Claiborne, Inc. | Lockheed Martin Corporation |
| Little Lady Foods | Loews Corporation | Logan's Roadhouse | LOMA |
Lockheed Martin Information Systems and Global Services | Longs Drug Stores LOOP LLC | Lord Baltimore Capital Corporation | Lorillard Tobacco Company Los Alamos National Laboratory |
Los Angeles Community College District | Los Angeles Unified School District | Louisville Regional Airport Authority | Louisiana Legislative Auditor Louisiana-Pacific Corporation |
| Lowe's Companies, Inc. | Lower Colorado River Authority | Lozier Corporation | LSG Sky Chefs |
| LTD Commodities, LLC | Lubrizol Corporation | Luck Stone Corporation | Lululemon Athletica, USA |
| Lundbeck Research USA, Inc. | Lutheran Social Services of Mich. | Lutron Electronics | Luxottica Retail US |
| Lyondell Chemical Company | M D Anderson Cancer Center | M&T Bank Corporation | MAAX - Pearl Baths, LLC |
| MacDill Federal Credit Union | Mack Energy Co. | Macv's | Maersk, Inc. |
| Magellan Health Services | Magellan Midstream Holdings, LP | Main Street America Group | Makino |
| Magna Donnelly Corporation | Main Line Health | Manitowoc Company | Mannatech, Inc. |
| Malco Products, Inc. | Malcolm Pimie, Inc. | Manpower, Inc. | ManTech International |
| Mannington Mills | Manor Care, Inc. | Marathon Oil Company | Maricopa County |
| Maricopa Integrated Health System | Marine Computation Services, Inc. | MARKEM Corporation | Marriott International |
| Maritz, Inc. | Markel Corporation | Marshfield Clinic | MARTA |
| Marsh | Marshall & lIsley Corporation | Martek Biosciences Corporation | Martha Jefferson Hospital |
| Martha Stewart Living Omnimedia | Martin Marietta Materials | Mary Washington Hospital | Maryland Procurement Office |
| Martins Point Health Care | Mary Kay, Inc. | Massachusetts Mutual | Massey Energy Company |
| Masco Corporation | Massachusetts Institute of Tech. | Matson Navigation Company | Mattel, Inc. |
| Mastercard, Inc. | Masterfoods USA | Maverick Tube Corporation | Mayo Clinic |
| Matthews International Corp. | Maurices, Inc. | McClatchv | McDermott International, Inc. |
| Mayo Foundation | MBIA, Inc. | McGraw-Hill Education | McKesson |
| McDonald's Corporation | MCG Health, Inc. | MCN Energy Enterprises | McNaughton-McKav Electric Co |
| McKinley Capital Management, Inc. | McLeodUSA | MDU Resources Group, Inc. | MeadWestvaco |
| MDC Holdings | MDS Pharma Services | Media General | Mediacom Communications Corp |
| Mecklenburg County Government | Medco Health Solutions, Inc. | Medica Health Plans | Medical Mutual of Ohio |
Medical University of South Carolina Medical Center | Medical Group Management Assn. Medicorp Health System | Medimmune MedPlus, Inc. | MedStar Health Medtronic |
| Meijer, Inc. | Mellon Financial Corporation | Memorial Health Care System | Memorial Health Services |
Memorial Hearmann Healthcare System | Memorial Sloan-Kettering Cancer Center | Mercy Health System of Southeastern Pennsylvania | Memorial Health System, Inc. Mercer University |
| Memphis Managed Care Corp. | Menasha Corporation | Mercedes-Benz USA | MeritCare Health System |
| Merck & Company | Mercury General Corporation | Mercury Insurance Group | Messier-Bugatti USA |
| Merial Limited | Merit Medical Systems | Meritage Homes Corporation | MetLife |
| Memill Corporation | Merrill Lynch & Co. Inc. | Merrill Lynch Private Client | Mestena Operating, Ltd. |
| Metavante Corporation | Methodist Health System | MetoKote Corporation | MetroPCS Communications, Inc. |
Metropolitan Atlanta Rapid Transit Authority | Metropolitan Transit Authority MFS Investment Management | MGE Energy MUM Mirage | Metropolitan Life Insurance Co. Miami Children's Hospital |
| Michael Baker Corporation | Micro Motion, Inc. | Microflex Corporation | Microsoft Corporation |
| Midwest ISO | MidAmerican Energy Holdings Co | MidMichigan Health | Midwest Airlines, Inc. |
| Miles Kimball Company | Midwest Research Institute | Mike Albert Leasing, Inc. | Milacron |
| Milliken & Company | Millbrook Partners | Millennium Pharmaceuticals | Miller Brewing Company |
| MindLeaders.com | Millipore | Milltronics | Milwaukee Electric Tool Corp. |
| Missouri Botanical Gardens | Mine Safety Appliances Company | Mirant Corp | Mississippi Lime Company |
| Missouri Botanical Gardens | Missouri Depart. of Conservation | Missouri Depart. Transportation | Mitsubishi International Corp. |
| Mitsui & Co. (USA), Inc. | Mizuno USA, Inc. | MMS Consultants, Inc. | Modern Woodmen of America |
| Mohawk Industries | Mohegan Sun | Molex | Molina Healthcare, Inc. |
| Molson Coors Brewing Company | Monaco Coach | Monadnock Community Hospital | Money Mailer LLC |
| MoneyGram International, Inc. | Monsanto | Moody's Corporation | Moore & Van Allen, PLLC |
| Morgan Murphy Stations | Morgan, Lewis & Bockius, LLP | Morrison & Foerster, LLP | Mortgage Guaranty Ins. Corp. |
Mosaic Moses Cone Health System | Motion Picture Industry Pension & Health Plans | Motorists Insurance Group Motorola, Inc. | Mountain American Credit Union Mountain States Health Alliance |
| MPSI Systems, Inc. | M-real USA Corporation | MSC Industrial Direct | MSP Communications |
| MTA Long Island Bus | MTC Technologies | MTD Products, Inc. | MTS Systems Corporation |
| Mueller Industries | Munich Reinsurance America, Inc. | MultiCare Health System | Munder Capital Management |
| Murphy Oil USA, Inc. | Mutual of Enumclaw Insurance | Mutual of Omaha | Nacco Industries, Inc. |
| NACR | NASD | Nash Finch Company | NATCO |
| Nalco Holding Company | National Auto Dealers Association | National City Corporation | National Exchange Carrier Assn. |
| National Academies | National Futures Association | National Geographic Society | National Interstate Insurance Co. |
| National Fuel Gas | National Oilwell Varco | National Medical Health Card | National Security Tech LLC |
National Rural Electric Co-op Assn. National Semiconductor | National Rural Utilities Cooperative Finance Corp. | National Starch & Chemical National-Louis University | National Western Life Ins. Co. Nationwide Credit, Inc. |
| Nationwide Financial Services, Inc. | Nationwide Insurance | Navarre | Navistar International |
| Nature's Sunshine Products | Nautilus, Inc. | NCCI Holdings, Inc. | NCH Corporation |
| Navy Exchange Service Command | Navy Federal Credit Union | NCS Pearson | Nebraska Public Power District |
| NCMIC | NCR Corporation | Nelnet, Inc. | Neighborhood Health Plan |
Neiman Marcus Nestle USA, Inc. | Nelson Mullins Riley & Scarborough, LLP | NEW Customer Service Companies | New Hanover Regional Medical Center |
| Network Solutions | New York Life Insurance Co. | New York Power Authority | New York Presbyterian Hospital |
| New York ISO | New York Times Company | Newell Rubbermaid, Inc. | Newfield Exploration Company |
| NY State Catholic Health Plan | Newmont Mining Corporation | Newton Medical Center | Nexen Petroleum U51, Inc. |
| Newly Weds Foods | NIH Clinical Center | NII Holdings, Inc. | Nike, Inc. |
| NICOR, Inc. | NiSource, Inc. | Nissin Foods (USA) Co., Inc. | NJM Insurance Group |
| Nippon Oil Exploration USA, Ltd | Noble Energy, Inc. | Nokia | Noranda Aluminum |
| Noble Corporation | Nordson Corporation | Nordstrom, Inc. - Nordstrom fsb | Norcal Waste Systems, Inc. |
| Northfolk Redevelopment Housing | Norsk Hydro Gulf of Mexico, LLC | Nortel Networks Corporation | North Broward Hospital District |
| Northfolk Southern Corporation | NE Georgia Health System, Inc. | Northeast Health | NorthEast Medical Center |
| North Memorial Health Care | Northern Arizona Healthcare | Northern Arizona University | Northern Trust Corporation |
| Northeast Utilities | Northrop Grumman Mission Systm | Northwest Airlines, Inc. | Northwest Comm. Healthcare |
| Northrop Grumman Corporation | Northwestern Mutual | Northwestern University | Norton Healthcare |
| NorthWestern Energy | Novamex | Novant Health, Inc. | Novartis Pharmaceuticals |
| Norwood Promotional Products | Novo Nordisk Pharmaceuticals | NRG Energy, Inc. | NRUCFC |
| Novartis Consumer Health | NSTAR | NTELOS | NTN Bearing Corp. of America |
| NSK Corporation | Nucor Corporation | NVR, Inc. | NW Natural |
| Nuclear Management Co., LLC | NYU Hospitals Center | Nypro, Inc. | O'Reilly Automotive, Inc. |
| Oakwood Hospital & Medical Cntr. | Oakland County Government | Oakley | Oak Ridge National Laboratory |
| Oberg Industries, Inc. | Océ North America, Inc. | Ocean Spray Cranberries, Inc. | Oceaneering International, Inc. |
| Occidental Petroleum Corporation | Office Depot | OfficeMax | OGE Energy Corporation |
| Odyssey Re Holdings Corporation | Ohio Police & Fire Pension Fund | Ohio Casualty Ins. Co. | Ohio Savings Bank |
Ohio Public Employees Retirement System | Ohio State University OhioHealth | Oil-Dri Corporation of America Oklahoma Today Magazine | Old Dominion Electric Co-op. Old National Bancorp |
| Old Dominion Univ. Research Fdn. | Old Republic International Corp. | Omaha Public Power | Oninicom Group |
| OLIN Corporation | OM Group, Inc. | Oneok Partners LP | ONEOK, Inc. |
| Oninova Solutions | OneBeacon Insurance | Opus Corporation | Oracle |
| OppenheimerFunds, Inc. | Option One Mortgage Company | Orange County's Credit Union | Orbital Sciences |
| Orange County Government | Orange County Public Schools | Orlando Regional Healthcare | Oregon Lottery |
| Orrick, Herrington & Sutcliffe, LLP | Oriental Trading Company, Inc. | Osteotech | Offer Tail Corporation |
| Osage Resources, LLC | OSI Industries, LLC | Otterbein College | Outrigger Marketing, Inc. |
Our Lady of the Lake Regional Medical Center | Owens Corning Owens Illinois, Inc. | Oxford Industries Owens & Minor, Inc. | PACCAR Pacer International |
| Pacific Northwest National Lab. | Pacific Gas & Electric Company | Pacific Life | Palmetto Health |
| PacifiCorp | Packaging Corporation of America | Pactiv Corporation | Panduit Corporation |
| Palos Community Hospital | Panasonic Automotive | Panasonic of North America | Papa John's International, Inc. |
| Parkland Health & Hospital System | Parallel Petroleum Corporation | Parker Drilling Company | Parsons Corporation |
| Parkview Health | Parkway Corporation | Parsons Brinckerhoff | Patheon |
| Partner Reinsurance Co. of the US | Partnerre, Ltd. | Parts Now LLC | Peabody Energy Corporation |
| Patterson Companies, Inc. | PayDay Holding LLC | Payless ShoeSource, Inc. | Penn State Hershey Med. Cntr. |
| Peak Energy Operating #2, LLC | Pearson Education | Pegasus Solutions | Pepco Holdings, Inc. |
| Pentair, Inc. | Pentax USA, Inc. | People's Bank | Pequot Healthcare |
| Pepsi Bottling Group, Inc. | PepsiAmericas, Inc. | Pepsico, Inc. | Perini Corporation |
| Performance Food Group | Perfumania, Inc. | Pergo, Inc. | PETCO Animal Supplies, Inc. |
| PerkinElmer | Pernod Ricard USA | Perot Systems | Petrohawk Energy Corporation |
| Peter Kiewit Sons, Inc. | Peter R. Johnson & Company | Petro-Canada Resources (USA) | Phacil, Inc. |
| Pfizer, Inc. | PG&E Corporation | PGT Industries | Phelps Dodge |
| Pharmaceutical Product Develop. | Pharmavite LLC | Pharmion | Philip Services Corporation |
| PHH Anal | PHI, Inc. | Philip Morris USA | PHNS, Inc. |
| Philips Lifeline | Phillips Plastics Corporation | Phillips-Van Heusen Corporation | Ping, Inc. |
| Phoenix Children's Hospital | Phoenix Companies | Pilot Corporation America | Pioneer Natural Resources Co. |
| Pinnacle West Capital Corporation | PinnacleHealth System | Pioneer Hi-Bred International | Piper Jaffray Companies |
| Plains Exploration & Production Co | Pitney Bowes, Inc. | PJM Interconnection | Playboy Enterprises |
| PlainsCapital | Plante & Moran, PLLC | Plato Learning, Inc. | Plymouth Rock Assurance |
| Playtex Products, Inc. | Plexus Corporation | Plum Creek Timber Co., Inc. | Plymouth Tube |
| PNC Financial Services Group, Inc. | PM Company | PMA Insurance Group | Policy Studies, Inc. |
| PNM Resources | Polar Electro, Inc. | Polaroid Corporation | Pomona Valley Hospital |
| Polo Ralph Lauren | Polymer Group Inc. | PolyOne Corporation | Port of Portland |
| Popular, Inc. | Port Authority of Allegheny Co. | Port Authority of NY & NJ | PPG Industries, Inc. |
| Portland General Electric | Poudre Valley Health S\stem | Powerwave Technologies, Inc. | Preformed Line Products Co. |
| PPL Corporation | PRA International | Praxair | Premier, Inc. |
| Premera BlueCross | Premier Health Partner | Premier Mfg. Support Services | Prestolite Wire Corporation |
| Presbyterian Foundation | Presbyterian Healthcare Services | Pressure Chemical Company | Prince William Hospital |
| Price Chopper | Pride International, Inc. | Prime Therapeutics | Priority Health |
| Princeton Community Hospital | Princeton Healthcare | Principal Financial Group | Progressive Corporation |
| Pro Staff | Procter & Gamble | Progress Energy | Protective Life Corporation |
| Project Management Institute | Prologis | ProQuest Company | Providence Healthcare Network |
| Provena Health | Providence College | Providence Health System | PSECU |
| Provident Credit Union | Prudential Financial, Inc. | PSCU Financial Services | Puget Energy, Inc. |
Public Company Accounting Oversight Board | Public Service Enterprise Group, Inc. | Publix Super Markets, Inc. Puget Sound Energy | Pulte Homes, Inc. Purdue Pharma |
| Purdue University | Putnam Media | Qdoba Restaurant Corporation | QLT |
| QSC Audio Products, Inc. | QUALCOMM, Inc. | Qualex, Inc. | Quality Ingredients Corporation |
| Quanta Services, Inc. | Queen of the Valley Hospital | Quest Diagnostics | Questar Corporation |
| Qwest Communications Intl., Inc. | Quintiles | QVC, Inc. | Quincy Mutual |
Radiological Associates of Sacramento Medical Group, Inc. | R L Polk & Company R. Lacy, Inc. | RadioShack Corporation Rainin Instrument LLC | Raley's Superstores RAM Energy, Inc. |
| Random House, Inc. | Ratner Companies | Raymond James Financial | Raytheon Company |
| RBC Centura Bank | RBC Dam Rauscher | RBC Financial Group | REA Magnet Wire Co., Inc. |
| Reading Hospital & Medical Center | Recon Optical, Inc. | Recreational Equipment, Inc. | Realogv Corporation |
| Reckitt Benckiser, Inc. | Reed Elsevier | Reed Exhibitions | Recycled Paper Greetings |
| Redcats USA | Regency Centers | Regions Financial Corporation | Regal Entertainment Group |
| Regence BlueCrossBlueShield UT | Reinsurance Group of America | Reliance Steel & Aluminum | Regions Hospital |
| Reid Hospital & Health Care Srvs | Renaissance Learning, Inc. | Renown Health System | Reliant Energy |
| Remuda Ranch | Rent-A-Center, Inc. | Republic Services, Inc. | Respironics |
| Republic Underwriters Ins. Co. | Resolute Natural Resources Co. | Reynolds American, Inc. | Ricelec, Inc. |
| Rewards Network | Rexel, Inc. | Ricoh Electronics, Inc. | Rimage Corporation |
| Rich Products Corporation | Ricoh Corporation US | Rite - Hite Corporation | Rite Aid Corporation |
| Rio Tinto plc US | RISO | RLI Corp | Robert Bosch Corporation |
| Riverside Health System | Riverstone Residential Group | Robert Bosch LLC | Robert Bosch Tool Corporation |
Robert Half International, Inc. Roche Diagnostics US | Robins, Kaplan, Miller & Ciresi, LLP | Rockefeller Group Technology Solutions | Roche Palo Alto Rockwell Automation, Inc. |
| Rockwell Collins | Rockwood Holdings, Inc. | Rodale Press | Rohm and Haas Company |
| Roland Corporation U5 | Rollins, Inc. | Roper St. Francis Healthcare | Rosewood Resources, Inc. |
| Ross Stores, Inc. | Rotary International | Rotork Controls | Rowan Companies, Inc. |
| Royal Neighbors of America | RR Donnellev & Sons Company | RREEF | RSC Equipment Rental |
| RSM McGladrey | Ruiz Foods, Inc. | Rush Enterprises, Inc. | Rutgers University |
| Rutland Regional Medical Center | Ryder Systems, Inc. | Ryland Group, Inc. | S&C Electric Company |
| S.C. Johnson & Son, Inc. | S.W.I.F.T | SABIC Innovative Plastics | Sabre Holdings, Inc. |
| SAC Federal Credit Union | SAE International | Safeco Corporation | Safety-Kleen Systems, Inc. |
| Safeway, Inc. | Safilo USA | Sage Publications, Inc. | SAIC |
| SAIF Corporation | Saint Agnes Medical Center | Saint Luke's Health System | Saint Peter's University Hospital |
| Saint Raphael Healthcare System | Saks, Inc. | Sakura Finetek USA Inc. | Salk Institute |
| Sallie Mae | Sally Beauty Company | Salt River Project | Samaritan Health Services |
San Manuel Band of Mission Indians | Samsung Telecommunications America | San Antonio Federal Credit Union | San Diego County Regional Airport Authority |
| San Antonio Water System | Samson Investment Company | San Diego State University | San Francisco Chronicle |
| Samuel Roberts Noble Fdn. | Sandisk Corporation | Sandoz, Inc. | Sanford Health Plan |
| Sanjel USA, Inc. | Sanmina-SCI Corporation | Sanofi Pasteur | Sanofi-Aventis US |
Santee Cooper Sarkes Tarzian | Sarasota Memorial Health Care System, Inc. | SAS Institute, Inc. Sauer-Danfoss | SavaSeniorCare, LLC SBA Network Services, Inc. |
| SCANA Corporation | Schaumburg Twnshp Dist. Library | SCF Arizona | Schein Henry, Inc. |
| Schlumberger Ltd. | Schneider Electric US | Schneider National, Inc. | Schering-Plough |
| Schott Solar, Inc. | Schreiber Foods, Inc. | Schurz | Schnitzer Steel Industries, Inc. |
| Schwarz | Science Applications Intl. Corp. | Scotts Miracle-Gro | Schwan Food Company |
| Scranton Gillette Communications | Scripps Health | SCS Engineers | Scottdale Healthcare |
| Seaboard Corporation | Seagate Technology | Sealed Air | Sea Star Line, LLC |
| Seamen Corporation | Sears Holdings Corporation | Seco Tools, Inc. | Sealy, Inc. |
| Securitas Security Services, USA | Security Benefit Group | Selective Ins. Co. of America | Securian Financial Group |
| Senco Products, Inc. | SENCORP | Seneca Resources Corporation | Sempra Energy |
| Sentara Healthcare | Sentry Group | Sequa Corporation | Sensata Technologies |
| Seventh Generation | Shachihata, Inc. USA | Shands HealthCare | Service Master |
| Sharp HealthCare | Shell Oil | Sherwin-Williams Company | Sharp Electronics Corporation |
| Shure, Inc. | Sidley Austin, LLP | Siemens AG US | Shire Pharmaceuticals |
| Sierra Pacific Resources | Silgan Holdings, Inc. | Simon Property Group | Sierra Health Services, Inc. |
| Sinclair Broadcast Group | Sinclair Broadcast Group, Inc. | SIR VA | Simpson Housing, Ltd. |
| Sisters of Mercy Health System | SITA | Sitel (formerly ClientLogic) | Sirius Satellite Radio |
| Skywest, Inc. | SLM Corporation | Sloan Valve Company | SJE-Rhombus |
| SMDC Health System | Smith & Nephew, Inc. | Smith International, Inc. | SMC Corporation of America |
| SMSC Gaming Enterprise | Smurfit-Stone Container Corp. | Snap-on, Inc. | Smithfield Foods |
| Society of Mfg. Engineers | Sodexho | Sofa Express | Snyder's of Hanover |
| Solo Cup Company | Solutia, Inc. | Solvay Pharmaceuticals | Solarus |
| Sonic Automotive, Inc. | Sonoco Products Company | South Jersey Gas Company | Solvere |
| Southern California Edison | So. Calif. Regional Rail Authority | Southern Company | Southeastern Freight Lines |
| Southern Research Institute | Southern States Cooperative, Inc. | Southern Union Company | Southern Copper Corporation |
Southern Ute Indian Tribe dba Red Willow Production Co. | Southwest Airlines Southwest Gas Corporation | Southwestern Energy Company Sovereign Bancorp, Inc. | Sovereign Bank Corporation Space Telescope Science Institute |
| Spartan Stores, Inc. | Spectra Energy | Spansion, Inc. | Sparrow Health System |
| Spencer Gifts, LLC | Spirit Aerosystems Holding | Spectrum Health System | Speedway SuperAmerica, LLC |
| Sprague Energy Corp | Springs Global US, Inc. | Sport Supply Group | Sports Authority |
| SPX Corporation | SRAM | Springs Window Fashions Div. | Sprint Nextel Corporation |
| SSM Health Care System, Inc. | SST Energy Corporation | SRCTec, Inc. | SRT Communications, Inc. |
| St. Cloud Hospital | St. Elizabeth Health System | St. Anthony's Medical Center | St. Barnabas Medical Center |
| St. Joe Company | St. John Health | St. Joseph Health System | St. Joseph HealthCare |
| St. Joseph Medical Center | St. Jude Children's Research Hosp. | St. Jude Medical, Inc. | St. Louis County Government |
| St. Luke's Episcopal Health System | St. Mary's Hospital | St. Mary's Hospital Amsterdam | St. Peter's Health Care Services |
| St. Vincent Healthcare | St. Vincent Heart Cntr of Indiana | StanCorp Financial Group | Standard Insurance Company |
| Stamats Communications | Stampin' Up!, Inc. | Stanford University Med. Cntr. | Stanley Works |
| Standard Pacific Homes | Stanford University | Stars Media, LLC | StarTek |
| Staples, Inc. | Starbucks Coffee Company | State Corporation Commission | State Employee Credit Union |
| Starwood Hotels & Resorts | Starwood Vacation Ownership | State Farm Insurance | State of Indiana |
| State of Neb. Depart. Admin. Srvs. | State of North Carolina | State of Ohio – HR Department | State of Oregon |
State Teachers Retirement System of Ohio | State Street Corporation Steel Dynamics, Inc. | Steelcase, Inc. Sterilite Corporation | STERIS Sterling Bancshares |
| Stewart Information Srvcs. Corp. | Sticky Ribhouse, LLC | Stoll Keenon Ogden PLLC | Stony Brook University Hospital |
| Stora Enso Oyj | Storck USA LP | STP Nuclear Operating | Stream |
Subway Franchisee Advertising Fund Trust | Strong Health Stryker Corporation | Subaru of America, Inc. Subaru of Indiana Automotive | Suburban Health Organization SUEZ Energy NA, Inc. |
| Summa Health System | Sun Life Financial (US) | Sun Microsystems | Sunbeam Television |
| SunCom Wireless, Inc. | Sundt Companies | SunGard Data Systems | Sunoco, Inc. |
| SunTrust Bank, Inc. | SUNY Upstate Medical University | Superior Essex, Inc. | SuperValu |
| SureWest Communications | Sutter Health | SVB Financial Group | Swedish Match North America |
| Swedish Medical Center | Swift Transportation | Swiss Reinsurance | Sybron Dental Specialties |
| Sykes Enterprises, Inc. | Symetra Financial | Synacor, Inc. | Synnex Corporation |
| Synovate | Synovus Financial Corporation | Synthes | Sypris Solutions |
| Sysco Food Services of Dallas, LP | T D Williamson, Inc. | T. Rowe Price | Taco Bueno Restaurants, LP |
| Takeda Pharmaceutical | Tallahassee Memorial HealthCare | Talbots | Tampa Bay Federal Credit Union |
| Tampa General Hospital | TAP Pharmaceuticals | Targa Resources | Target Corporation |
| Tastefully Simple | Taubman Centers | Tax Analysts | Taylor Energy Company, LLC |
| TD Ameritrade Holding Corp. | TDS Telecom | Tech Data Corporation | Technical Olympic USA, Inc. |
| Technical Prof. Services, Inc. | Technology Credit Union | TechTeam Global, Inc. | TECO Transport |
| Tecolote Research, Inc. | TECO-Westinghouse Motor Co. | Tektronix | TelAlaska, Inc. |
| Telco solutions III, LLC | Tele-Consultants, Inc. | Teledyne Brown Engineering | Teletlex |
| Telerx Marketing, Inc. | TeleTech Holdings, Inc. | Tellabs, Inc. | Tellus Operating Group, LLC |
| Temple University Health System | Temple-Inland | Templeton Press | Tenaris, Inc. USA |
| Tenet Healthcare Corporation | Tenet Healthcare Systems | Tenneco, Inc. | Tennessee Valley Authority |
| Tension Envelope Corporation | Terex Corporation | Terlato Wine Group | Terra Industries |
| Tesco Corporation (US) | Tesoro Corporation | Texas A & M University System | Texas Air Composites |
| Texas Children's Hospital | Texas Dept. of Transportation | Texas Health Resources | Texas Industries, Inc. |
| Texas Mutual Insurance Company | Textainer | Textron, Inc. | The Actors Fund of America |
| The Antiock Company | The Arizona Republic | The Auto Club Group | The Beacon Mutual Ins. Co. |
| The Body Shop - Americas | The Carson Companies | The Children's Medical Center of | The Children's Hospital of |
| The Capital Group Companies | The Children's Hospital, Denver | Dayton | Philadelphia |
The Children's Place Retail Stores, Inc. | The Children's Mercy Hospital The Chronicle of Higher Education | The Chubb Corporation The Colman Group, Inc. | The Commerce Insurance Co. The Dannon Company, Inc. |
| The Decurion Corporation | The Doe Run Company | The Employers Association | The Finish Line, Inc. |
| The Florida Aquarium Inc. | The Ford Foundation | The Frost National Bank | The Gannett Company |
| The Guardian Life Insurance Co. of | The Golden 1 Credit Union | The John H. Harland Company | The Health Alliance of Cincinnati |
| America | The Hospital of Central Conn. | The Johns Hopkins University | The Joint Commission |
| The Kroger Company | The Lamson & Sessions | The Lindy Group, Inc. | The Longaberger Company |
| The Mark Travel Corporation | The McGraw-Hill Companies | The Methodist Hospital System | The Midland Company |
| The Minacs Group | The MITRE Corporation | The Nielsen Company | The NORDAM Group |
| The Ohio St. Univ. Medical Cntr. | The Pantry, Inc. | The Pennslyania State University | The Picture People Inc. |
The Reading Hospital & Medical Center | The Receivable Management Services Corporation | The Queen's Medical Center The Raymond Corporation | The Regence Group The Ryland Group, Inc. |
| The Seattle Times Company | The Taubman Company | The Termo Company | The Trizetto Group |
| The University of Arizona | The Univ. of Central Oklahoma | The Univ. of Texas at Austin | The Valley Hospital |
The Univ. of Chicago Med. Center The Valvoline Company | The University of Texas M. D. Anderson Cancer Center | The Univ. of Texas Medical Branch | The Wallace Foundation The Washington Hospital |
| The Washington Post | The Woodbridge Group | Thermadyne Holdings Corp. | Thermo Fisher Scientific |
| Think Federal Credit Union | Thomas & Betts | Thomson Corporation | Thrifty White Stores |
Thresholds Psychiatric Rehabilitation | Thomas Jefferson National Accelerator Facility | Thomas Jefferson University Hospital | Thrivent Financial for Lutherans TIAA-CREF |
| Tiffany and Company | Timberland Company | Time Warner Cable | Time Warner Telecom, Inc. |
| Time Warner, Inc. | TIMET | Timken Company | Title Resource Group |
| TIW Corporation | TJX Companies, Inc. | TM GE Automation Systm, LLC | T-Mobile USA |
Toshiba America Business Solutions, Inc. | Toshiba America Medical Systems, Inc. | Toyota Industrial Equipment Manufacturing | TNS North America Toray Plastics (America), Inc. |
| Toro Company | Total E&P USA, Inc. | Totes Isotoner Corporation | Tower Automotive |
| Tower Federal Credit Union | Tractor Supply Company | Trans Union LLC | TransUnion, LLC |
| TransCanada | Transcore | Transocean Offshore, Inc. | Travelocity |
| TravelCenters of America | Travelers | Travelers Companies, Inc. | Tremco, Inc. |
| Travis County | Travis County Hospital District | Trebol USA, LLC | Trinity Consultants, Inc. |
| Triad Financial Corporation | Tribune Company | Tri-City Medical Center | TRMI, Inc. |
| Trinity Health | Trinity Industries | TriWest Healthcare Alliance | Truman Medical Centers |
| Trover Solutions, Inc. | True Partners Consulting | True Value Hardware | Turnkey E&P Corporation |
| TRW Automotive Holdings | Tupperware Brands Corporation | Turner Broadcasting System, Inc. | TXU Corporation |
| Tween Brands, Inc. | Twin Cities Public Television | TXCO Resources, Inc. | Tyco Electronics |
| Tyco Healthcare | U.S. Bancorp | U.S. Energy Systems, Inc. | UCB |
| U.S. Foodservice | UAL Corporation | UCare Minnesota | UIL Holdings |
| UCLA Medical Center | UDR, Inc. | UHHS CSAHS Cuyahoga, Inc. | UMDNJ-University Hospital |
| Ulticom | Ultra Petroleum Corp. | UMass Memorial Health Care | Unilever United States |
| UNC Health Care System | Under Armour, Inc. | Underwriters Laboratories, Inc. | Unionbancal Corporation |
| Union Bank of California | Union Pacific Corporation | Union Tank Car Company | United Airlines |
| UniSource Energy | Unisys Corporation | Unit Corporation | United American Insurance |
United Auto Group, Inc. United HealthCare Corporation | United Rentals, Inc. United Services Automobile Assn. | United States Cellular United States Enrichment | United Parcel Service of America, Inc. |
| United States Steel Corporation | United Stationers, Inc. | United Technologies Corporation | United Water Resources |
| UnitedHealth Group | Unitil | Unitrin Specialty | Unitrin, Inc. |
| Universal Forest Products, Inc. | Universal Health Services, Inc. | Universal Instruments Corp. | Universal Orlando |
| Universal Weather & Aviation | Universal Well Site Solutions | University Book Store | University Community Health |
University Health System University Hospitals | University of Akron University of Central Florida | University of Akron University of Central Missouri | University of Alabama at Birmingham Hospital |
University of Arkansas for Medical Sciences | University of California at Berkeley | University of California Irvine Medical Center | University of California San Francisco Medical Center |
University of California, Davis Health System | University of Connecticut Health Center | University of Iowa Hospitals and Clinics | University of Medicine & Dentistry of New Jersey |
| University of Colorado Hospital | University of Chicago | University of Georgia | University of Houston |
| University of Illinois at Chicago | University of Maryland Med. Cntr. | University of Kansas Hospital | University of Kentucky Hospital |
| University of Louisville | University of Miami | University of Minnesota | University of Missouri |
| University of Michigan | Univ. of Michigan Health System | Univ. of NM Hospitals | University of Pennsylvania |
| University of Missouri Health Center | University of New Mexico | University of St. Thomas | University of South Florida |
| Univ. of Pittsburgh Medical Center | University of Texas Southwestern | University of Virginia Health | University of Texas Health |
| University of Virginia | Medical Center | System | Science Center |
| Univ. of Washington Medicine | Univ. of Wisconsin Credit Union | Univ. of Wisconsin Medical Fdn. | University Physicians Healthcare |
| Univision Communications | Unum Group | Uponor, Inc. North America | University Physicians, Inc. |
| Upper Valley Medical Center | UPS | URS Corporation | Upper Deck |
| US Bancorp | US Cellular Corporation | Us Fiduciary Services, Inc. | US Airways |
| US Onocology, Inc. | US Xpress, Inc. | USAA | US Investigations Services |
| USRA | UST | Utah Transit Authority | USG Corporation |
| Utica National Insurance | Vail Resorts | Valero Energy Corporation | Valmont Industries |
| V S E Corporation | Van Andel Institute | Van Winkle Law Firm | Vance Publishing |
| ValueOptions | Vanguard | Vectren Corporation | Velsicol Chemical Corporation |
| Vanderbilt Univ. Medical Center | Ventura Foods, LLC | Venturedyne, Ltd. | Verado Energy, Inc. |
| Venetian Hotel & Casino | Verizon Business | Verizon Communications | Verizon Wireless |
| VeriSign, Inc. | Vertex Pharmaceuticals | Vetco Gray, Inc. | VF Corporation |
| Vermeer Manufacturing Company | Via Christi Regional Medical Cntr. | Viacom | Viad Corporation |
| Via Christi Health System | VICORP Restaurantss, Inc. | Videojet Technologies, Inc. | Viejas Enterprise |
| Viasystems Group, Inc. | Vinson & Elkins, LLP | Virgin America, Inc. | Virgin Media, Inc. |
| Virginia Commonwealth | Virginia Farm Bureau Mutual | Virginia United Methodist | VIsa USA |
| University Health System | Insurance Co. | Homes, Inc. | Viking River Cruises |
| Vision Maker | Vision Service Plan | Visiting Nurse Service of NY | Vista Federal Credit Union |
| VistaPrint | Vistar Corporation | Visteon Corporation | Visteon Vulcan |
| VITAS Healthcare Corporation | Vivendi | Volvo Financial Services | Von Roll USA, Inc. |
| Vonage Holdings Corporation | Vornado Realty Trust | Vulcan Materials Company | VWR Corporation |
| VWR International | W C Bradley Company | W R Grace & Company | W.I. Gore & Associates, Inc. |
W.W. Grainger, Inc. Wachovia Corporation | Washington Metropolitan Area Transit Authority | Wackenhut Services, Inc. Savannah River Site | Waddell & Reed Waggener Edstrom Worldwide |
| Wakefern | Walgreen Company | Wal-Mart Stores, Inc. | Warnaco |
| Walt Disney Parks & Resorts, LLC | Washington Group Intl. Inc. | Washington Mutual, Inc. | Washington Savannah River Co. |
Washington Suburban Sanitary Commission | Waste Management, Inc. Watlow Electric | Watson Pharmaceuticals, Inc. Wayne Farms | Wayne Memorial Hospital, Inc. WBNS |
| Weather Channel | Weatherford International, Ltd. | Webster Bank | Webster Financial Corporation |
| Wegmans Food Markets, Inc. | Weil, Gotshal & Manges, LLP | Weill Medical College | Weis Markets, Inc. |
| Welch's | WelICare Health Plans | Wellmark BlueCross BlueShield | WellPoint, Inc. |
| Wells Blue Bunny | Wells' Dairy, Inc. | Wells Fargo & Company | WellSpan Health |
| Weltman & Weinberg & Reis Co. | WellStar Health System | Wellstream International Ltd. US | Wendy's International, Inc. |
| West Penn Allegheny Health Systm | Werner Enterprises, Inc. | Wesco International, Inc. | West Marine Products, Inc. |
| Western Digital | West Virginia University | WV Univ. Hospitals, Inc. | Westar Energy |
| Westfield Group | Western Michigan University | Western Textile Companies | Western Union Company |
| Westinghouse Savannah River Co. | Westinghouse Electric Company | Weston Solutions, Inc. | Westlake Chemical Co. |
| Whip Mix Corporation | Weyerhauser Company | W-H Energy Services, Inc. | Wheaton Franciscan Healthcare |
| Whitney National Bank | Whirlpool Corporation | White Mountains Ins.Group, Ltd. | White Mountains Re Services |
| William Beaumont Hospital | Whole Foods Market | Wilbur Smith Associates | Wilder Foundation |
| Williams Lea, Inc. | William Blair & Company, LLC | William Rainey Harper College | Williams Companies |
Wilmer Cutler Pickering Hale & Dorr | Williams-Sonoma, Inc. Willis North America | Wilmer Hale Wilmington Trust Company | Wilsons Leather Windstream Communications |
| Winn-Dixie Stores, Inc. | Winnebago Industries | Winston Industries, LLC | Winterthur US Holdings |
| Wisconsin Court System | Wisconsin Energy Corporation | Wisc. Physicians Serv. Ins. Corp. | Wm. Wrigley Jr. Company |
| Wolseley plc | Wolters Kluwer NA | Womans Hospital | World Access |
| World Kitchen | World Vision United States | World Wildlife Fund | Worldspan |
| Worthington Industries | WR Berkley Corporation | Wray Edwin | Wright Express Corporation |
| Wright Line, LLC | Wright State University | WW Grainger, Inc. | Wyeth |
| Wyle Laboratories | Wyndham Worldwide | Xcel Energy, Inc. | Xerox Corporation |
| XL Capital, Ltd. | XO Communications, Inc. | XTO Energy, Inc. | Yahoo! |
| Yale University | Yale-New Haven Health System | Yamaha Corporation of America | Yankee Candle Company |
| Yazaki North America, Inc. | Yeshiva University | Young Broadcasting | YRC Worldwide |
| YSI | Yum! Brands, Inc. | Zale Corporation | Zimmer Holdings, Inc. |
| Zions Bancorporation | Zumiez, Inc. | Zurich North America |
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HNI CORPORATION
| 000004 | 000000000.000000 ext | 000000000.000000 ext | |
| MR A SAMPLE | 000000000.000000 ext | 000000000.000000 ext | |
| DESIGNATION (IF ANY) | 000000000.000000 ext | 000000000.000000 ext | |
| ADD 1 ADD 2 | XXXXXXXXXXXXXX | ||
| ADD 3 | |||
| ADD 4 | |||
| ADD 5 | |||
| ADD 6 |
Using a black ink pen, mark your votes with an X as shown in this example. Please do not write outside the designated areas. | x |
Annual Meeting Proxy Card
â PLEASE FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. â
This proxy, when properly executed, will be voted as specifically directed herein. If nao directions are given, this proxy will be voted FOR all Proposals listed below.
A Proposals — The Board of Directors recommends a vote FOR all the nominees listed and FOR Proposal 2.
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| 1. | Election of Directors: | |||||||||||||
| For Three-Year Term | For | Against | For | Against | ||||||||||
| 01 - Miguel M. Calado | o | o | 02 - Cheryl A. Francis | o | o | |||||||||
| 03 - Larry B. Porcellato | o | o | 04 - Brian E. Stern | o | o |
| For | Against | Abstain | ||||||||||
| 2. | Ratify the Audit Committee's Selection of PricewaterhouseCoopers LLP as the Corporation's Independent Registered Public Accountant for Fiscal 2008. | o | o | o | ||||||||
B Non-Voting Items
| Change of Address — Please print your new address below. | Consent | ||
| Unless contrary notice is given to the Corporation, I consent to access all future notices of annual reports issued by the Corporation over the internet. (see back for more details) | ¨ |
C Authorized Signatures — This section must be completed for your vote to be counted. — Date and Sign Below
Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please give full title.
| Date (mm/dd/yyyy) — Please print date below. | Signature 1 — Please keep signature within the box. | Signature 2 — Please keep signature within the box. | ||
/ / |
C 1234567890 J N T 1 U P X 0 1 2 1 9 9 1 | MR A SAMPLE (THIS AREA IS SET UP TO ACCOMMODATE 140 CHARACTERS) MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND |
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<STOCK#> 00OB0C
To Our Shareholders:
IMPORTANT NOTICE REGARDING DELIVERY OF SECURITY HOLDER DOCUMENTS
We will provide our annual reports, notices to shareholders of annual meetings and proxy statements over the Internet for those shareholders who consented in prior years. If you wish to give your consent to access these documents over the Internet in the future, please check the box in the CONSENT section on the reverse side of this proxy card. These documents will be available on or about March 19, 2008 on our website at www.hnicorp.com, under "Investor Information - Annual & Quarterly Reports" and "Investor Information - Proxy Report." Once you give your consent, it will remain in effect until you notify the Corporation that you wish to resume mail delivery of the annual reports and proxy statements. Even though you give your consent, you still have the right at any time to request copies of these documents.
IF APPLICABLE, WE ENCOURAGE YOU TO PARTICIPATE IN THIS PROGRAM. IT WILL HELP HNI CORPORATION REDUCE PRINTING AND POSTAGE COSTS, AS WELL AS OPERATING EXPENSES.
Thank you.
â PLEASE FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. â
HNI CORPORATION
Proxy — HNI Corporation
Notice of 2008 Annual Meeting of Shareholders
Common Stock Proxy Solicited by Board of Directors for Annual Meeting of Shareholders on May 6, 2008.
The undersigned acknowledges receipt of a Notice of Annual Meeting and Proxy Statement dated March 19, 2008 and appoints Stan A. Askren and Jerald K. Dittmer, or either of them, with full power of substitution, as the proxies and attorneys of the undersigned, to vote all shares of common stock, par value $1.00 per share, of HNI Corporation, which the undersigned is entitled to vote at the annual meeting of shareholders of HNI Corporation to be held at the Holiday Inn, 2915 North Highway 61, Muscatine, Iowa on May 6, 2008 at 10:30 a.m. and any adjournment thereof. The proxies are directed to vote as checked on the reverse side on the proposed matters or in the absence of an instruction to the contrary, this proxy will be voted "FOR" all proposals.
This proxy card also provides for shares of common stock, if any, held for the account of the undersigned by Fidelity Management Trust Company as Trustee of the HNI Corporation Profit Sharing Retirement Plan. You may instruct the Trustee how to vote your shares as indicated on this proxy card. If you fail to give voting instructions to the Trustee, your shares will be voted by the Trustee in the same proportion as the shares for which valid instructions have been received.
The Board of Directors knows of no other matters that may properly be, or that are likely to be, brought before the meeting. However, if any other matters are properly brought before the meeting or any adjournment thereof, the proxies will vote on such matter in their discretion.
You are encouraged to specify your choices by marking the appropriate boxes, SEE REVERSE SIDE. The proxies cannot vote your shares unless you sign and return this card.
(Items to be voted appear on reverse side.)