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FLXS > SEC Filings for FLXS > Form 8-K on 13-Dec-2013All Recent SEC Filings

Show all filings for FLEXSTEEL INDUSTRIES INC | Request a Trial to NEW EDGAR Online Pro

Form 8-K for FLEXSTEEL INDUSTRIES INC


13-Dec-2013

Change in Directors or Principal Officers, Submission of Matters to a Vo


Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 9, 2013, Flexsteel Industries, Inc. (the "Company") held its 2013 Annual Meeting of Shareholders (the "Annual Meeting"), at which our shareholders approved the Flexsteel Industries, Inc. Cash Incentive Compensation Plan. The full text of the Cash Incentive Compensation Plan is attached as Appendix A to the Company's definitive proxy statement on Schedule 14A filed with the SEC on October 28, 2013, and is incorporated herein by reference.

In addition, at the Annual Meeting on December 9, 2013, the Company's shareholders approved the Flexsteel Industries, Inc. Long-Term Incentive Compensation Plan. The full text of the Long-Term Incentive Compensation Plan is attached as Appendix B to the Company's definitive proxy statement on Schedule 14A filed with the SEC on October 28, 2013, and is incorporated herein by reference.

In addition, at the Annual Meeting on December 9, 2013, the Company's shareholders approved the Flexsteel Industries, Inc. Omnibus Stock Plan. The full text of the Omnibus Stock Plan is attached as Appendix C to the Company's definitive proxy statement on Schedule 14A filed with the SEC on October 28, 2013, and is incorporated herein by reference.



Item 5.07 Submission of Matters to a Vote of Security Holders.

The Annual Meeting was held on December 9, 2013. The proposals were as follows:

1. To elect four (4) Class III Directors to serve until the year 2016 Annual Meeting and until their respective successors have been elected and qualified or until their earlier resignation, removal or termination.

The result of the voting on the foregoing proposal was as follows:

                                                   Broker
Proposal                      For      Withheld   Non-Votes
I. Election of Directors
   Nominee
   Jeffrey T. Bertsch      5,104,709    205,296           0
   Lynn J. Davis           5,096,246    213,759           0
   Eric S. Rangen          4,872,295    437,710           0
   Nancy E. Uridil         4,896,968    413,037           0

2. The voting results on a non-binding advisory vote to approve executive compensation are set forth below:

For Against Abstain Broker Non Votes 5,129,051 164,597 16,357 0

3. The voting results on a non-binding advisory vote on the frequency of future advisory votes on executive compensation are set forth below:

3 years 2 years 1 year Abstain
2,663,379 53,975 1,998,743 593,908

The Company adopted three years, as selected by its shareholders, as the frequency for the non-binding advisory vote on the compensation of the Company's named executive officers.

4. The voting results to approve the Cash Incentive Compensation Plan are set forth below:

For Against Abstain Broker Non Votes 5,164,463 130,963 14,579 0

5. The voting results to approve the Long-term Incentive Compensation Plan are set forth below:

For Against Abstain Broker Non Votes 4,844,480 450,312 15,213 0

6. The voting results to approve the Omnibus Stock Plan are set forth below:

For Against Abstain Broker Non Votes 3,800,108 1,493,426 16,471 0



Item 9.01 Financial Statements and Exhibits.

Exhibit 10.1 Form of Notification of Award for the Cash Incentive Compensation Plan.

Exhibit 10.2 Form of Notification of Award for the Long-Term Incentive Compensation Plan.

Exhibit 10.3 Form of Notification of Award for incentive stock options issued under the Omnibus Stock Plan.

Exhibit 10.4 Form of Notification of Award for non-qualified stock options issued under the Omnibus Stock Plan.

Exhibit 10.5 Form of Notification of Award for director non-qualified stock options issued under the Omnibus Stock Plan.

Exhibit 10.6 Form of Notification of Award for restricted stock units issued under the Omnibus Stock Plan.

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