r8k11192009.htm
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):
|
November
19, 2009
|
|
|
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.)
|
408 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
|
|
|
NA
|
|
(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 obligations of the registrant under any of the following
provisions (see General
Instruction A.2.):
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
5.02
|
Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers.
|
Amendment of Compensatory
Arrangement
Effective
as of November 19, 2009, the HNI Corporation (the "Corporation") Board of
Directors (the "Board") approved the amendment and restatement of the HNI
Corporation Executive Deferred Compensation Plan (the "Plan"). The
Corpration amended the Plan for administrative convenience to promote
consistency among the Corporation's compensation plans and to enhance
compliance. A description of the Plan, including its purpose, is provided
on pages 26 and 35 of the Corporation's 2009 Proxy Statement on Schedule 14A
filed with the Securities and Exchange Commission (the "SEC") on March 30, 2009
and incorporated herein by reference. A copy of the Plan, prior to
its amendment and restatement, is attached as Exhibit 10.5 to the Corporation's
Quarterly Report on Form 10-Q for the fiscal quarter ended September 29,
2007.
Key
changes to the Plan include the:
o
|
elimination
of the ability of participants to transfer amounts between cash and share
accounts;
|
o
|
elimination
of the creation of a rabbi trust in the event of a change in control
(instead, a change in control will trigger a single lump-sum distribution
for all participants);*
|
o
|
elimination
of the ability of participants to take distributions in monthly or
quarterly installments (instead, the amended and restated Plan only
permits distributions in the form of annual installments of 15 years or
less or a single lump sum);*
|
o
|
revision
of the specified payment date for annual installment distributions from
January 15 to the 3rd Monday in
January;*
|
o
|
addition
of a small payment exception for accounts with balances at or below a
statutory threshold (currently, $16,500);
and*
|
o
|
revision
of the definition of "Fair Market Value" from the average of the high/low
price of a share of the Corporation's common stock to the closing price of
a share of the Corporation's common
stock.
|
The
changes marked with an (*) only apply to new deferrals beginning January 1,
2010. The amendment and restatement of the Plan does not increase or
accelerate amounts otherwise due the Corporation's principal executive officer
under the Plan. The Corporation's principal financial officer and
other named executive officers do not participate in the Plan.
The Plan, as amended and restated, will be filed as an
exhibit to the Corporation's Annual Report on Form 10-K to be filed with the SEC
for the fiscal year ended January 2, 2010.
Item
5.03 Amendments to Articles of Incorporation or Bylaws; Change
in Fiscal Year.
Amendment of Articles of
Incorporation
The Board
approved an amendment to Section 4.02 of Article 4 of the Articles of
Incorporation of HNI Corporation (the "Articles"), effective as of November 19,
2009, eliminating the designation of the Series A Junior Participating
Preferred Stock contained in the Articles. The Corporation added this
designation to the Articles in 1988, but never issued any of these preferred
shares. The amendment simplifies and significantly shortens the Articles
by removing the provision pertaining to this unused designation.
The
foregoing description of the amendment to the Articles is qualified in its
entirety by reference to the text of the amendment, a copy of which is attached
to this Current Report on Form 8-K as Exhibit 3.1 and incorporated herein by
reference.
Amendment of
By-laws
Effective
as of November 19, 2009, the Board approved an amendment to Section 3.03(a) of
Article 3 of the By-laws of HNI Corporation (the "By-laws") reducing the
authorized number of the Corporation's directors from thirteen to twelve.
The Corporation amended the By-laws to eliminate the vacancy created by the
recent resignation of Joseph E. Scalzo from the Board. For additional
information regarding Mr. Scalzo's resignation, see the Corporation's Current
Report on Form 8-K filed with the SEC on October 22, 2009.
The
foregoing description of the amendment to the By-laws is qualified in its
entirety by reference to the text of the amendment, a copy of which is attached
to this Current Report on Form 8-K as Exhibit 3.2 and incorporated herein by
reference.
Section
9 – Financial Statements and Exhibits
The
following exhibits relating to Item 5.03 are filed as part of this Current
Report on Form 8-K.
Item
9.01 Financial Statements and Exhibits.
Exhibit
No.
|
Description
|
3.1
|
Amendment to the
Articles of Incorporation of HNI Corporation
|
3.2
|
Amendment to the
By-laws of HNI Corporation
|
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 |
|
|
|
|
|
Dated:
November 24, 2009
|
By:
|
/s/ Steven
M. Bradford |
|
|
|
Steven
M. Bradford |
|
|
|
Vice
President, General Counsel and Secretary |
|
|
|
|
|
Exhibit
Index
Exhibit
No.
|
Description
|
3.1
|
Amendment to the
Articles of Incorporation of HNI Corporation
|
3.2
|
Amendment to the
By-laws of HNI Corporation
|