UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 12, 2022
Commission File Number: 1-14225
HNI Corporation
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| Iowa | | 42-0617510 |
| (State of incorporation) | | (IRS Employer Identification No.) |
600 East Second Street
P. O. Box 1109
Muscatine, Iowa 52761-0071
(563) 272-7400
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.):
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| ☐ | Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c)) |
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| Securities registered pursuant to Section 12(b) of the Act: |
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock | HNI | New York Stock Exchange |
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| Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). |
| Emerging growth company | ☐ |
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| If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ |
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On August 12, 2022, Kurt Tjaden informed HNI Corporation (the “Corporation”) he will retire from his position as President, HNI International, and Senior Vice President, HNI Corporation, effective September 30, 2022, after 14 years of dedicated service.
On the same date, Mr. Tjaden and HNI agreed on the terms of a separation agreement to be entered into and effective as of Mr. Tjaden’s retirement date. The separation agreement includes a $425,000 lump-sum cash payment, less withholding and deductions, and contains the customary release of claims, non-competition covenants, and other restrictions.
Following the Corporation’s sale of the Lamex business in July, the Corporation’s Board of Directors determined on August 15, 2022, that Mr. Tjaden no longer qualifies as an “executive officer” under Securities and Exchange Commission rules and, accordingly, removed him as an “officer” for purposes of Section 16 of the Securities Exchange Act of 1934.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| | | | HNI CORPORATION |
| Date: | August 18, 2022 | | By: | /s/ Steven M. Bradford |
| | | | | Steven M. Bradford
Senior Vice President, General Counsel and Secretary |
