r8k872007.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
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Date
of report (Date of earliest event reported):
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August
7, 2007
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HNI
Corporation
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(Exact
Name of Registrant as Specified in
Charter)
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Iowa
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1-14225
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42-0617510
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(State
or Other Jurisdiction
of
Incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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408
East Second Street, P.O. Box 1109, Muscatine,
Iowa 52761-0071
(Address
of Principal Executive Offices, Including Zip Code)
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Registrant’s
telephone number, including area code:
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(563)-272-7400
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NA
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(Former
Name or Former Address, if Changed Since Last
Report)
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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
On
August
7, 2007, the Board of Directors (the "Board") of HNI Corporation (the
"Corporation") approved an amendment (the "Amendment") to the Corporation's
form
of Change In Control Employment Agreement (the "Agreement"), including the
existing change in control agreements with each of the following corporate
officers: Stan A. Askren, Chairman, President and Chief Executive
Officer, HNI Corporation, dated November 15, 2006; Jerald K. Dittmer, Vice
President and Chief Financial Officer, HNI Corporation, dated November 15,
2006;
Eric K. Jungbluth, Executive Vice President, HNI Corporation, and President,
The
HON Company, dated November 15, 2006; and Marco V. Molinari, Executive Vice
President, HNI Corporation, and President, HNI International Inc., dated
November 15, 2006. A description of the Agreement was previously
reported under the heading "Amendment of Compensatory Arrangement" under
Item
5.02 of the Corporation's Current Report on Form 8-K, filed with the Securities
and Exchange Commission ("SEC") on November 16, 2006.
The
Corporation entered into the Amendment, effective August 9, 2007, with each
of
the following corporate officers: Messrs. Askren, Dittmer, Jungbluth and
Molinari.
The
purpose of the Amendment is to comply with the final regulations issued by
the
Internal Revenue Service under Section 409A of the Internal Revenue Code,
which
pertains to the tax treatment of deferred compensation. In particular, the
Amendment deletes or revises language in Sections 7(d) (Continued Group Medical
Beneftis and Excise Tax Gross-Up) and Section 12 (Legal Fees) of the Agreement
to specify the circumstances under which certain payments may be made in
compliance with Section 409A.
The
foregoing description of the Amendment is qualified in its entirety by reference
to the Amendment, the form of which is attached to this Current Report on
Form
8-K as Exhibit 10.1 and incorporated herein by reference.
Item
5.03 Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
Amendment
to Bylaws
On
August
7, 2007, the Board approved certain amendments to Sections 5.02, 5.03, 5.04,
5.05 and 5.07 of the Corporation's By-laws, effective as of August 7, 2007,
to
clarify the Corporation's authority to issue uncertificated shares to support
the direct registration of shares. The Board adopted this amendment
in response to new SEC rules and the New York Stock Exchange (the "NYSE")
listing standards which require securities listed on the NYSE to be eligible
for
direct registration by January 2008.
The
forgoing description of the amendments to the Corporation's By-laws is qualified
in its entirety by reference to the full text of the Corporation's By-laws,
a
copy of which is attached to this Current Report of Form 8-K as Exhibit 3(ii)
and incorporated herein by reference.
Section
9 – Financial Statements and Exhibits
Item
9.01 Financial
Statements and Exhibits.
The
following exhibits relating to Items 5.02 and 5.03 are filed as part of this
Current Report on Form 8-K.
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Exhibit
No.
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Description
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3(ii)
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By-laws
of the Registrant, as amended.
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10.1
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Amendment No. 1 to Form of Registrant's Change
in
Control Employment Agreement.
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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 |
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Date:
August 10, 2007
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By:
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/s/ Jeffrey
D.
Lorenger |
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Jeffrey
D.
Lorenger |
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Vice
President, General Counsel
and Secretary |
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Exhibit
Index
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Exhibit
No.
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Description
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3(ii)
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By-laws
of the Registrant, as amended.
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10.1
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Amendment No. 1 to Form of Registrant's Change
in
Control Employment Agreement.
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