Form 8-K
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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May
8, 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.
Lead
Director
On
May 8,
2007, the Board of Directors (the "Board") of HNI Corporation (the
"Corporation") re-elected Gary M. Christensen as Lead Director of the
Corporation for a term of one (1) year, commencing May 8, 2007, or until his
replacement is elected. For his services as Lead Director, Mr. Christensen
shall be paid an annual retainer of $7,500, which is in addition to the annual
retainer paid to Mr. Christensen as compensation for being a member of the
Board. Mr. Christensen is a member of the Human Resources and Compensation
Committee of the Board and has been a Director of the Corporation since
2000.
HNI
Corporation 2007 Stock-Based Compensation Plan
At
the
Corporation's annual meeting of shareholders on May 8, 2007 (the "Annual
Meeting"), the Corporation's shareholders approved the HNI Corporation 2007
Stock-Based Compensation Plan (the "Plan"). The Plan permits the Corporation
to
issue to its members (i.e., employees), including the Corporation's principal
executive officer, principal financial officer and named executive officers,
stock-based compensation awards in the form of non-statutory stock options,
stock appreciation rights, restricted stock, restricted stock units, deferred
stock units, performance shares, bonus stock and dividend equivalent awards.
Pursuant to the Plan, the Board has reserved 5,000,000 shares of the
Corporation's common stock, par value $1.00 per share, and has authority to
determine the timing, size, terms and recipients of awards under the
Plan.
A
summary
of the Plan was provided under the heading "Proposal No. 3 - Approval of the
HNI
Corporation 2007 Stock-Based Compensation Plan" beginning on page 15 of the
Corporation's definitive proxy statement on Schedule 14A, which was filed with
the Securities and Exchange Commission on March 23, 2007 (the "Proxy
Statement"), and is incorporated herein by reference. The
foregoing description and summary of the Plan are qualified in their entirety
by
reference to the full text of the Plan, a copy of which is attached as Exhibit
B
to the Proxy Statement.
Item
5.03 Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
At
the
Annual Meeting, the Corporation's shareholders approved certain amendments
(the
"Charter Amendment") to the Articles of Incorporation of HNI Corporation (the
"Articles"). The
Charter Amendment eliminates the Corporation's supermajority shareholder voting
requirements and implements the voting requirements prescribed by Iowa law
for
all matters submitted to shareholders. The Charter Amendment became effective
on
May 8,
2007
when it
was filed with the Secretary of State of the State of Iowa. For more information
on the Charter Amendment, please refer to the Proxy Statement. A clean copy
of
the Articles, as amended by the Charter Amendment, is attached as Exhibit 3(i)
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 exhibit relating to Item 5.03 is filed as part of this Current Report
on Form 8-K.
| Exhibit
No. |
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Description |
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3(i)
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Articles of Incorporation of HNI
Corporation, as amended. |
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:
May
8,
2007 |
By: |
/s/ Jeffrey
D. Lorenger |
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Jeffrey
D. Lorenger |
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Vice
President, General Counsel and Secretary |
Exhibit
Index
| Exhibit
No. |
|
Description |
|
3(i)
|
|
Articles of Incorporation of HNI
Corporation, as amended. |