Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Amendment to Bylaws

On November 7, 2008, the HNI Corporation (the "Corporation") Board of Directors approved an amendment to Section 2.16(a)(2)(i) of the Corporation's By-laws, effective as of November 7, 2008, to change the Corporation's by-law requiring each director to execute, after each uncontested election or re-election, a letter offering to resign if such director does not receive a majority of the votes cast at the next election for which the director is nominated ("Resignation Letter"). The revised by-law eliminates the need for individual directors to execute multiple Resignation Letters and instead requires each director to execute a single, standing Resignation Letter at the time of his or her initial election, which would remain in effect for the director's entire term of service with the Corporation. For additional information regarding the Corporation's majority vote by-law for uncontested director elections, please see pages 13 and 14 of the Corporation's 2007 Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission (the "SEC") on March 23, 2007, the Corporation's Current Report on Form 8-K filed with the SEC on March 9, 2007 and the HNI Corporation Corporate Governance Guidelines located on the Corporation's website at www.hnicorp.com, under "Corporate Governance - Governance Guidelines."

The forgoing description of the amendment 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 on Form 8-K as Exhibit 3(ii) and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

Exhibit No. Description
3(ii) By-laws of the Registrant, as amended.

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