r8k119073.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 9,
2007
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
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 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))
Section
5 — Corporate Governance and Management
|
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
November 9, 2007, the HNI Corporation (the "Corporation") Board of Directors
(the "Board") approved the amendment and restatement of the Corporation's
existing form of Indemnity Agreement (the "Existing Agreement"), effectively
terminating the Existing Agreement with each of the following corporate
officers: Stan A. Askren, Chairman, President and Chief Executive
Officer, HNI Corporation, dated November 7, 2002; and Jerald K. Dittmer, Vice
President and Chief Financial Officer, HNI Corporation, dated November 7,
2002. The Corporation entered into the amended and restated Indemnity
Agreement (the "Amended Agreement"), effective as of November 9, 2007, with
each
of the following corporate officers: Messrs. Askren and Dittmer; Eric K.
Jungbluth, Executive Vice President, HNI Corporation and President, The HON
Company; and Marco V. Molinari, Executive Vice President, HNI Corporation and
President, HNI International Inc.
Each
Amended Agreement, upon its execution by the Corporation and a corporate
officer, will provide, among other things, that, subject to certain exclusions
and procedures set forth therein, the Corporation will, to the fullest extent
permitted by applicable law and the Corporation’s Articles of Incorporation and
By-laws, indemnify an indemnitee if, by reason of such indemnitee's corporate
status as an officer, such indemnitee incurs any losses, liabilities, judgments,
fines, penalties or amounts paid in settlement in connection with any
threatened, pending or completed proceeding, whether of a civil, criminal,
administrative or investigative nature. In determining each officer’s
entitlement to indemnification, the officer will be presumed entitled to
indemnification, and the Corporation will have the burden of proving
otherwise. Each Amended Agreement also requires that the Corporation
use its best efforts to maintain a minimum level of liability insurance coverage
for the benefit of the indemnitee.
Under
the
Amended Agreement, the indemnitee is not entitled to indemnification for any
claim initiated by the indemnitee against the Corporation or any director or
officer of the Corporation unless the Corporation has joined in or consented
to
such claim. The Corporation will advance certain expenses to the
indemnitee prior to the final disposition of certain claims against the
indemnitee only if the indemnitee executes and delivers to the Corporation
an
undertaking to repay any advanced amounts if he or she is ultimately determined
to be not entitled to indemnification under the Amended
Agreement.
The
foregoing description of the Amended Agreement is qualified in its entirety
by
reference to the Amended Agreement, the form of which is attached to this
Current Report on Form 8-K as Exhibit 10.1 and incorporated herein by
reference.
Section
8 — Other Events
Item
8.01 Other Events.
Harman
Stove Company Acquisition
The
Corporation announced on November 13, 2007 that its operating subsidiary,
Hearth
& Home Technologies Inc., has completed the agreement, as announced on
September 25, 2007, to purchase Harman Stove Company, a privately held domestic
manufacturer and marketer of free-standing stoves and fireplace inserts.
Share
Repurchase Program/Cash Dividend
On
November 9, 2007, the Corporation issued a press release announcing that
on
November 9, 2007, the Corporation's Board of Directors declared a cash dividend
on the Corporation's common stock and approved additional expenditures of
up to
$200 million under the Corporation's share repurchase program. The
press release is attached hereto as Exhibit 99 to this Current Report on
Form
8-K 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 8.01 are filed as part of
this Current Report on Form 8-K.
|
Exhibit
No.
|
Description |
|
10.1 |
Form
of Registrant's Amended and Restated Indemnity
Agreement |
|
99
|
Text
of press release dated November 9, 2007 |
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:
November 14, 2007
|
By:
|
/s/ Jerald
K. Dittmer |
|
| |
|
Jerald
K. Dittmer |
|
| |
|
Vice
President and Chief
Financial Officer |
|
| |
|
|
|
Exhibit
Index
|
Exhibit
No.
|
Description |
|
10.1 |
Form
of Registrant's Amended and Restated Indemnity
Agreement |
|
99
|
Text
of press release dated November 9, 2007 |