(b) and (c) On May 7, 2012, Furniture Brands International, Inc. (the "Company") announced that Steven G. Rolls, the Company's Chief Financial Officer, has resigned effective May 18, 2012. In addition, Jon D. Botsford, the Company's General Counsel and Corporate Secretary, has also resigned effective May 18, 2012. In connection with their resignations, Mr. Rolls and Mr. Botsford will both receive the benefits they would have received upon an involuntary termination under the Company's Executive Severance Plan. Accordingly, Mr. Rolls and Mr. Botsford will receive the benefits previously reported in the Company's proxy statement on Schedule 14A filed with the SEC on March 21, 2012, which is incorporated herein by reference.

Vance C. Johnston, Senior Vice President of Growth and Transformation, will assume the role of Chief Financial Officer effective as of May 18, 2012. Mr. Johnston's biographical information is included in the Company's Form 10-K filed with the SEC on March 7, 2012 and is incorporated herein by reference. Mr. Johnston does not have any family relationships with any of the Company's directors or executive officers and is not a party to any transactions listed in Item 404(a) of Regulation S-K.

A copy of the Company's press release announcing Mr. Rolls resignation dated May 7, 2012 is filed as Exhibit 99.1 hereto and incorporated by reference herein.

At the Company's Annual Meeting of Stockholders held on May 3, 2012, the following actions were taken:

• Election of all eight nominees for director to the Board of Directors;

• Ratified the appointment of KPMG LLP as the Company's independent registered public accounting firm for 2012; and

• The proposal to approve the advisory vote on executive compensation was approved.

The final voting results for each of the proposals are as follows:

Proposal 1- Election of eight directors to the Board of Directors.

                              For           Against       Abstained       Broker Non-Votes
  Kent J. Hussey            32,009,091       161,734       7,804,252             12,707,579
  Ira D. Kaplan             31,956,079       214,133       7,804,865             12,707,579
  Ann S. Lieff              32,020,833       149,779       7,804,465             12,707,579
  Maureen A. McGuire        32,053,204       116,555       7,805,318             12,707,579
  Aubrey B. Patterson       31,807,244       363,581       7,804,252             12,707,579
  George E. Ross, Ph.D.     31,981,927       188,874       7,804,276             12,707,579
  Ralph P. Scozzafava       31,896,495       270,499       7,808,083             12,707,579
  James M. Zimmerman        32,035,515       138,194       7,801,368             12,707,579

For Against Abstained 45,353,749 91,046 7,237,861

Proposal 3- Advisory vote on executive compensation.

For Against Abstained Broker Non-Votes 30,448,172 1,901,338 7,625,567 12,707,579

(d) Exhibits.

Exhibit No. Description

99.1 Press Release of the Company dated May 7, 2012.