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) September 9, 2018
FLEXSTEEL
INDUSTRIES, INC.
(Exact
name of registrant as specified in its charter)
| Minnesota |
0-5151 |
42-0442319 |
| (State
or other jurisdiction |
(Commission |
(IRS
Employer |
| of
incorporation) |
File
Number) |
Identification
No.) |
| 385
Bell St, Dubuque, Iowa |
52001 |
| (Address
of principal executive offices) |
(Zip
Code) |
| Registrant’s
telephone number, including area code 563-556-7730 |
| |
| (Former name or former
address, if changed since last report.) |
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions (see General Instruction A.2. below):
| ☐ | Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item
5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Resignation
of President and Chief Executive Officer
On
September 11, 2018, Flexsteel Industries, Inc. issued a press release announcing that Karel K. Czanderna, the Company’s
President, Chief Executive Officer, and Director retired effective September 9, 2018.
In
connection with Ms. Czanderna’s retirement and consistent with her Letter Agreement dated July 1, 2012 (as amended,
“Letter Agreement”), Ms. Czanderna will receive certain severance benefits as described in the Letter
Agreement, including:
(i) a
lump sum payment of $1,140,945, representing the aggregate of 18 months’ base salary and one and one-half times the annual
incentive bonus for the fiscal year ending June 30, 2018;
(ii) reimbursement
or payment of the premiums for continuation of her medical benefits under COBRA for a period of 18 months; and
(iii) payment
for senior executive level outplacement program selected by Ms. Czanderna and reasonably approved by the Company.
Receipt
of the foregoing severance payments and benefits is conditioned upon Ms. Czanderna entering into release
agreement (“Release Agreement”) and not revoking the Release Agreement. Among other things, the
Release Agreement will contain confidentiality provisions, non-competition and employee/client non-solicitation provisions
applicable to Ms. Czanderna as well as mutual general releases and a mutual non-disparagement provision.
In
accordance with the terms of the Company’s Cash Incentive Compensation Plan and Long-Term Incentive Plan, Ms. Czanderna
is entitled to her annual cash incentive compensation and long-term equity incentive compensation payouts based on actual performance
for the entire applicable performance periods, prorated for the amount of time Ms. Czanderna was employed by the Company during
the applicable performance period. All of Ms. Czanderna’s stock options were fully vested at grant and are exercisable for
a period of three years.
Appointment
of Interim President
Until
a permanent successor to Ms. Czanderna is appointed, the Board has appointed Jeffrey T. Bertsch as Interim President, effective
September 9, 2018.
Mr.
Bertsch, age 63, has served as a current Board member of the Company since 1997. Mr. Bertsch served as the Company’s former
Senior Vice President of Corporate Services from 2004 to 2015 and former Vice President of Corporate Services from 1989 to 2004.
Mr. Bertsch also currently serves as a current Board member of American Trust and Savings Bank. There are no arrangements or understandings
between Mr. Bertsch and any other person pursuant to which he was appointed as the Company’s Interim President. There is
no family relationship between or among Mr. Bertsch and any director, executive director, or person nominated or chosen by the
Company to become a director or executive officer of the Company. Mr. Bertsch’s sister, Carrie Bliele, is employed by the
Company as Vice President Merchandising and received compensation of $134,400 for the fiscal year ended June 30, 2018.
Mr.
Bertsch will receive compensation from the Company for his service as Interim President in the amount of $10,000 per month.
The
press release announcing Ms. Czanderna’s retirement and Mr. Bertsch’s appointment as Interim President is included
as Exhibit 99.1 to this Current Report on Form 8-K.
Item
9.01 Financial Statements and Exhibits
Exhibit 99.1 – Press Release by Flexsteel Industries, Inc. on September 11, 2018.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
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|
|
FLEXSTEEL
INDUSTRIES, INC. |
| |
|
|
|
(Registrant) |
| |
|
|
|
|
| Date: |
September
13, 2018 |
|
By: |
/s/
Marcus D. Hamilton |
| |
|
|
|
Marcus
D. Hamilton |
| |
|
|
|
Chief
Financial Officer, Secretary and Treasurer
Principal
Financial and Accounting Officer |
