8-K

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:  April 10, 2018

(Date of earliest event reported: April 9, 2018)

______________

HAVERTY FURNITURE COMPANIES, INC.

(Exact name of registrant as specified in its charter)

______________

Maryland	1-14445	58-0281900
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer   Identification No.)
780 Johnson Ferry Road, Suite 800, Atlanta, Georgia 30342
(Address of principal executive officers) ( Zip Code)
Telephone number, including area code: (404) 443-2900

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17CFR240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17CFR240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17CFR240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).   ☐

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. ☐

Item 5.02    Departure of Directors or Certain Officers; Election of Directors: Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On April 9, 2018, the Board of Directors of Haverty Furniture Companies, Inc. ("Havertys") approved an amendment to the Haverty Furniture Companies, Inc. 2014 Long-Term Incentive Plan (the "Amendment").  The Amendment deletes and restates Section 4(a) to remove the provision that allows shares withheld for the payment of taxes or used as payment for exercise of options or SSARs to be returned back into the pool of available shares for future grants.  The Amendment will be effective June 1, 2018.

Item 9.01     Financial Statements, Pro Forma Financial Information and Exhibits

(c)    Exhibits

10.1    Amendment to 2014 Long-Term Incentive Plan.

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.

		HAVERTY FURNITURE COMPANIES, INC.
April 10, 2018	By:
		Jenny Hill Parker Senior Vice President, Finance, Secretary and Treasurer

EX-10.1

EXHIBIT 10.1

HAVERTY FURNITURE COMPANIES, INC.

AMENDMENT TO 2014 LONG-TERM INCENTIVE PLAN

This Amendment("Amendment")to the Haverty Furniture Companies, Inc. 2014 Long-Term Incentive Plan (the "Plan") shall be effective as of the 1st day of June 2018.

1.   Section 4(a) of the Plan shall be deleted in its entirety and replaced with the following:

"(A)  Shares Available. Subject to the provisions of Section 4(B) hereof, the maximum number of Shares that may be issued under the Plan shall be (i) 500,000 plus (ii) the number of Shares that were authorized but unissued under the Haverty Furniture Companies, Inc. 2004 Long-Term Incentive Plan (the "2004 Plan") as of the Effective Date plus (iii) the number of Shares subject to outstanding grants under the 2004 Plan (each, a "2004 Plan Award") on the Effective Date that are forfeited or expire on or after the Effective Date in accordance with the terms of the underlying grants plus (iv) the number of Shares surrendered on or after the Effective Date to exercise a 2004 Plan Award or withheld on or after the Effective Date to satisfy withholding tax liabilities under a 2004 Plan Award. The number of Shares actually issued or transferred by the Company upon the exercise of Incentive Stock Options may not exceed 500,000, subject to adjustment as provided in Section 4(B) of the Plan. If, after the Effective Date, any Shares covered by an Award granted under this Plan, or to which such an Award relates, are forfeited, or if such an Award is settled for cash or otherwise terminates, expires unexercised, or is canceled without the delivery of Shares, then the Shares covered by such Award, or to which such Award relates, or the number of Shares otherwise counted against the aggregate number of Shares with respect to which Awards may be granted, to the extent of any such settlement, forfeiture, termination, expiration, or cancellation, shall again become Shares with respect to which Awards may be granted. Shares withheld from an Award to satisfy tax withholding requirements shall count against the number of Shares remaining available for Awards under the Plan, and Shares delivered by a participant to satisfy tax withholding requirements shall not be added to the number of Shares remaining available for Awards under the Plan. In addition, (i) the full number of Shares subject to an Option shall count against the number of Shares remaining available for Awards under the Plan, even if the exercise price of an Option is satisfied through net-settlement or by delivering Shares to the Company (by either actual delivery or attestation), and (ii) the full number of Shares subject to a Stock Appreciation Right shall count against the number of Shares remaining available for Awards under the Plan (rather than the net number of Shares actually delivered upon exercise).  Each 2004 Plan Award shall remain subject to the terms of the applicable award agreement and the 2004 Plan, but Shares delivered pursuant to such award on or after the Effective Date shall be issued under this Plan."

2.   The Plan, as modified by the terms of this Amendment, shall continue in full force and effect from and after the date of the adoption of this Amendment.

[SIGNATURE ON NEXT PAGE]

IN WITNESS WHEREOF, Haverty Furniture Companies, Inc. acting by and through its duly authorized officers, has caused this Amendment to be duly executed on the 9th day of April 2018.

HAVERTY FURNITURE COMPANIES, INC.

By: /s/ Clarence H. Smith

Name: Clarence H. Smith

Title:  Chairman of the Board, President and

Chief Executive Officer