Document

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): May 7, 2019

HNI Corporation

(Exact name of registrant as specified in charter)



Iowa	1-14225	42-0617510
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

600 East Second Street, P.O. Box 1109, Muscatine, Iowa 52761-0071

(Address of principal executive offices, including Zip Code)

Registrant’s telephone number, including area code: (563) 272-7400

N/A

(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.):



☐	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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐



Securities registered pursuant to Section 12(b) of the Act:
Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	HNI	New York Stock Exchange

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of

Certain Officers; Compensatory Arrangements of Certain Officers.

Chairman

On May 7, 2019, the Board of Directors (the “Board”) of HNI Corporation (the “Corporation”) re-elected Larry B. Porcellato as an independent Chairman of the Board for a term of one year, commencing May 7, 2019, or until his replacement is elected. For his services as Chairman, Mr. Porcellato will receive an annual retainer of $75,000 in stock and $50,000 in cash in addition to the annual retainer paid to Mr. Porcellato as a member of the Board. Mr. Porcellato currently is a member of the Audit Committee of the Board and has been a Director of the Corporation since 2004.

Item 5.07 Submission of Matters to a Vote of Security Holders.

At the 2019 Annual Meeting of Shareholders, the proposals listed below were submitted to a vote of the shareholders. The proposals are described in the definitive proxy statement filed with the Securities and Exchange Commission on March 22, 2019 (the "Proxy Statement"). As of March 8, 2019, the record date for the 2019 Annual Meeting, there were 43,562,022 outstanding shares of Common Stock eligible to vote, and 39,041,911 shares were present in person or represented by proxy at the 2019 Annual Meeting.

Proposal No. 1 – Election of Directors. The Corporation’s shareholders approved three nominees, Jeffrey D. Lorenger, Larry B. Porcellato and Abbie J. Smith for election to the Board for a term expiring at the Corporation’s 2022 Annual Meeting of Shareholders and one nominee, Mary K.W. Jones, for election to the Board for a term expiring at the Corporation’s 2021 Annual Meeting, with votes as follows:



Director	% For¹	For	Against	Abstain	Broker Non-Votes
Mary K.W. Jones	96.2%	33,658,095	1,333,602	152,924	3,897,290
Jeffrey D. Lorenger	98.3%	34,462,561	587,588	94,472	3,897,290
Larry B. Porcellato	98.9%	34,614,457	372,184	157,980	3,897,290
Abbie J. Smith	98.3%	34,394,432	602,668	147,521	3,897,290

¹Percentage of votes cast, which excludes abstentions (in accordance with Iowa law) and broker non-votes.

The Corporation’s other Directors: (i) Miguel M. Calado, Cheryl A. Francis, John R. Hartnett and Brian E. Stern continue to serve as directors for terms ending at the Corporation’s 2020 Annual Meeting of Shareholders; and (ii) Mary A. Bell and Ronald V. Waters continue to serve as directors for terms ending at the Corporation’s 2021 Annual Meeting of Shareholders.

Proposal No. 2 – Ratification of KPMG LLP as the Corporation’s Independent Registered Public Accountant for Fiscal 2019. The Corporation’s shareholders ratified the selection of KPMG LLP as the Corporation’s independent registered public accountant for the fiscal year ending December 28, 2019 with votes as follows:



% For¹	For	Against	Abstain	Broker Non-Votes
99.83%	38,844,195	67,067	130,649	-0-

¹Percentage of votes cast, which excludes abstentions (in accordance with Iowa law).

Proposal No. 3 – Advisory Vote to Approve Named Executive Officer Compensation. The Corporation’s shareholders approved, on an advisory basis, the compensation awarded by the Corporation to its Named Executive Officers as disclosed in the Proxy Statement with votes as follows:



% For¹	For	Against	Abstain	Broker Non-Votes
97.13%	33,829,408	998,946	316,267	3,897,290

¹Percentage of votes cast, which excludes abstentions (in accordance with Iowa law) and broker non-votes.

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.

HNI Corporation

Date: May 8, 2019 By:/s/ Steven M. Bradford

Steven M. Bradford

Senior Vice President, General Counsel and Secretary