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HNI > SEC Filings for HNI > Form 8-K on 9-May-2014All Recent SEC Filings

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Form 8-K for HNI CORP


9-May-2014

Change in Directors or Principal Officers, Submission of Matters to a Vote of Security H


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 6, 2014, the Board of Directors (the "Board") of HNI Corporation (the "Corporation") elected Abbie J. Smith, as Lead Director of the Corporation for a term of one (1) year, commencing May 6, 2014, or until her replacement is elected. For her services as Lead Director, Ms. Smith will receive an annual retainer of $15,000 in addition to the annual retainer paid to Ms. Smith as a member of the Board. Ms. Smith currently is a member of the Public Policy and Corporate Governance Committee of the Board and has been a Director of the Corporation since 2000.



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

The Corporation held the 2014 Annual Meeting to: (i) elect four directors to the Board - each for a term of three years; (ii) ratify the selection of PricewaterhouseCoopers LLP by the Corporation's Audit Committee as the Corporation's independent registered public accountant for the fiscal year ending January 3, 2015; and (iii) hold an advisory vote to approve named executive officer compensation. As of March 7, 2014, the record date for the 2014 Annual Meeting, there were 45,136,989 outstanding shares of the Corporation's common stock eligible to vote.

Proposal No. 1 - Election of Directors. The Corporation's shareholders approved four nominees for election to the Board for a term expiring at the Corporation's 2017 Annual Meeting of Shareholders with votes as follows:

Director For Against Abstain Broker Non-Votes Miguel M. Calado 35,397,444 294,749 224,234 4,758,968 Cheryl A. Francis 35,447,180 291,812 177,435 4,758,968 Larry B. Porcellato 35,321,575 396,848 198,004 4,758,968 Brian E. Stern 35,320,985 414,295 181,147 4,758,968

The Corporation's other Directors: (i) Stan A. Askren, Mary H. Bell and Ronald V. Waters, III continue to serve as directors for terms ending at the Corporation's 2015 Annual Meeting of Shareholders; and (ii) James R. Jenkins, Dennis J. Martin and Abbie J. Smith continue to serve as directors for terms ending at the Corporation's 2016 Annual Meeting of Shareholders.

Proposal No. 2 - Ratification of PricewaterhouseCoopers LLP as the Corporation's Independent Registered Public Accountant for Fiscal 2014. The Corporation's shareholders ratified the selection of PricewaterhouseCoopers LLP as the Corporation's independent registered public accountant for the fiscal year ending January 3, 2015 with votes as follows:

For Against Abstain Broker Non-Votes 39,981,587 515,122 178,686 -0-

Proposal No. 3 - Advisory Vote to Approve Named Executive Officer Compensation. The Corporation's shareholders approved, on an advisory basis, the compensation awarded by the Corporation to its Named Executive Officers as disclosed in the Proxy Statement with votes as follows:

For Against Abstain Broker Non-Votes 34,711,950 850,373 354,104 4,758,968


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