Attached files
| file | filename |
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| EX-10.2 - HNI CORPORATION ANNUAL INCENTIVE PLAN - HNI CORP | r8kex102aip.htm |
| EX-10.3 - HNI CORPORATION 2007 STOCK-BASED COMPENSATION PLAN - HNI CORP | r8kex103sbcp.htm |
| EX-10.4 - HNI CORPORATION SUPPLEMENTAL INCOME PLAN - HNI CORP | r8kex104sip.htm |
| EX-10.1 - HNI CORPORATION LONG-TERM PERFORMANCE PLAN - HNI CORP | r8kex101lttp.htm |
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
Date of
report (Date of earliest event reported): February
16, 2010
HNI
Corporation
(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)
Registrant’s
telephone number, including area code: (563)
272-7400
N/A
(Former
Name or Former Address, if Changed Since Last Report)
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)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
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Section
5 – Corporate Governance and Management
Item
5.02 Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
Amendment of Compensatory
Arrangement – Compensation Plans
Effective
as of February 17, 2010, the HNI Corporation (the "Corporation") Board of
Directors (the "Board") approved the amendment and restatement of the following
executive compensation plans (collectively, the "Plans"):
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HNI
Corporation Long-Term Performance Plan (the "Performance
Plan");
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·
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HNI
Corporation Annual Incentive Plan (f/k/a HNI Corporation Executive Bonus
Plan) (the "Incentive Plan");
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·
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HNI
Corporation 2007 Stock-Based Compensation Plan (the "Compensation Plan");
and
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·
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HNI
Corporation Supplemental Income Plan (f/k/a HNI Corporation ERISA
Supplemental Retirement Plan) (the "Supplemental
Plan").
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Performance
Plan
A summary
description of the Performance Plan, including its purpose, is provided on page
24 of the Corporation's 2005 Proxy Statement on Schedule 14A filed with the
Securities and Exchange Commission (the "SEC") on March 18, 2005 (the "2005
Proxy Statement") and incorporated herein by reference. A copy of the
Performance Plan, prior to its amendment and restatement, is attached as Exhibit
10.6 to the Corporation's Quarterly Report on Form 10-Q for the fiscal quarter
ended September 29, 2007 (the "Quarterly Report").
Key
changes to the Performance Plan include:
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·
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increase
in the annual award limit per participant from $3,000,000 to
$5,000,000;*
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·
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provision
of discretion to the Board and the Committee (as defined in the
Performance Plan) regarding the form of payment of awards (all cash, all
stock or some combination) and the length of the performance period
(minimum of 2 years);
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·
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provision
of discretion to the Board and the Committee to grant time-based as
opposed to performance-based
awards;
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·
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change
from the average of the high/low price of a share of the Corporation's
common stock to the closing price of a share of the Corporation's common
stock for any portion of an award paid in
stock;
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·
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clarification
that participants receive the prorated portion of the earned performance
award as opposed to the target performance award in the event of
termination of employment during the performance period due to death,
disability or retirement;
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·
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triggering
of a partial payment in the event of a sale of a
subsidiary;
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·
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provision
of discretion to the Corporation's Chief Executive Officer (the "CEO") to
waive the vesting requirements with respect to any award under the
Compensation Plan, except for awards to the CEO for which the Committee
has discretion to waive the vesting
requirements;
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·
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clarification
of the Board's ability to delegate authority under the Performance Plan to
the Committee and certain officers;
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deletion
of language limiting the ability of the Board to amend the Performance
Plan no later than March 15 each
year;
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change
of the award payment date from February 15 to March 1 of the year
following the end of performance period;
and
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·
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revision
of the definition of "Performance
Measure."*
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The
changes marked with an (*) are subject to shareholder approval at the
Corporation's next annual meeting of shareholders. The amendment and
restatement of the Performance Plan only impacts new awards under the
Performance Plan from and after February 17, 2010 and does not increase or
accelerate amounts otherwise due the Corporation's named executive officers
under the Performance Plan.
The
forgoing description of the Performance Plan, as amended and restated, and
related matters is qualified in its entirety by reference to the Performance
Plan, which is filed as Exhibit 10.1 hereto and incorporated herein by
reference.
Incentive
Plan
A summary
description of the Incentive Plan, including its purpose, is provided on page 22
of the 2005 Proxy Statement and incorporated herein by reference. A
copy of the Incentive Plan, prior to its amendment and restatement, is attached
as Exhibit 10.4 to the Quarterly Report.
Key
changes to the Incentive Plan include:
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change
in the name of the Incentive Plan from the "HNI Corporation Executive
Bonus Plan" to the "HNI Corporation Annual Incentive
Plan";
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increase
in the annual award limit per participant from $2,000,000 to
$3,000,000;*
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change
from the average of the high/low price of a share of the Corporation's
common stock to the closing price of a share of the Corporation's common
stock for any portion of an award paid in
stock;
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·
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clarification
that the Committee (as defined in the Incentive Plan) may base the vesting
of any award on the financial performance of the Corporation or one of the
Corporation's subsidiaries or operating
units;
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clarification
of the Board's ability to delegate authority under the Incentive Plan to
the Committee and certain officers;
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triggering
of a partial payment in the event of a sale of a subsidiary or operating
unit;
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change
of the award payment date from February 15 to March 1 of the year
following the end of performance period;
and
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·
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revision
of the definition of "Performance Measure" (f/k/a "Profit Achievement
Factors" and "Personal Objective Achievement
Factors").*
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The
changes marked with an (*) are subject to shareholder approval at the
Corporation's next annual meeting of shareholders. The amendment and
restatement of the Incentive Plan only impacts new awards under the Incentive
Plan from and after February 17, 2010 and does not increase or accelerate
amounts otherwise due the Corporation's named executive officers under the
Incentive Plan.
The
forgoing description of the Incentive Plan, as amended and restated, and related
matters is qualified in its entirety by reference to the Incentive Plan, which
is filed as Exhibit 10.2 hereto and incorporated herein by
reference.
Compensation
Plan
A summary description of the Compensation Plan, including its
purpose, is provided on page 16 of the Corporation's 2007 Proxy Statement on
Schedule 14A filed with the SEC on March 23, 2007 and incorporated herein by
reference. A copy of the Compensation Plan, prior to its amendment
and restatement, is attached as Exhibit 10.1 to the Corporation's Quarterly
Report on Form 10-Q for the fiscal quarter ended April 4, 2009.
Key
changes to the Compensation Plan include:
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·
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increase
in the number of shares reserved for full share awards (e.g., restricted
stock, restricted stock units, stock grant awards, etc.) from 1,000,000 to
2,000,000;*
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increase
the annual share award limit per participant from 250,000 to 500,000
shares;*
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addition
of automatic vesting of stock options and stock appreciation rights in the
event of retirement;
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provision
of discretion to the CEO to waive the vesting requirements with respect to
any award under the Compensation Plan, except for awards to the CEO for
which the Committee (as defined in the Compensation Plan) has discretion
to waive the vesting requirements;
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clarification
that the Committee may base the vesting of any award on the financial
performance of the Corporation or one of the Corporation's subsidiaries or
operating units;
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addition
of a provision addressing the establishment of performance measures for
employees subject to §162(m) of the Code (as defined in the Compensation
Plan);
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addition
of a definition of "separation from service" compliant with §409A of the
Code; and
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addition/revision
of the definitions of "Disability," "Performance Measure," "Retirement
Eligible Date," "162(m) Employee" and "Operating
Unit."
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The
changes marked with an (*) are specifically subject to shareholder approval at
the Corporation's next annual meeting of shareholders. The amendment
and restatement of the Compensation Plan only impacts new awards under the
Compensation Plan from and after February 17, 2010 and does not increase or
accelerate amounts otherwise due the Corporation's named executive officers
under the Compensation Plan.
The
forgoing description of the Compensation Plan, as amended and restated, and
related matters is qualified in its entirety by reference to the Compensation
Plan, which is filed as Exhibit 10.3 hereto and incorporated herein by
reference.
Supplemental
Plan
A summary
description of the Supplemental Plan is provided on page 26 of the Corporation's
2009 Proxy Statement on Schedule 14A filed with the SEC on March 30, 2009 (the
"2009 Proxy Statement") and incorporated herein by reference. A copy
of the Supplemental Plan, prior to its amendment and restatement, is attached as
Exhibit 10.3 to the Quarterly Report.
Key
changes to the Supplemental Plan include:
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change
in the name of the Supplemental Plan from the "HNI Corporation ERISA
Supplemental Retirement Plan" to the "HNI Corporation Supplemental Income
Plan";
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provision
of discretion to the Committee (as defined in the Supplemental Plan)
regarding the form of payment of benefit (all cash, all stock or some
combination);
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revision
of the definition of "Compensation" to exclude the Corporation's
contributions to a participant's account under the HNI Corporation
Profit-Sharing Retirement Plan;
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change
from the average of the high/low price of a share of the Corporation's
common stock to the closing price of a share of the Corporation's common
stock for any portion of a benefit paid in stock;
and
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change
of the benefit payment date from February 15 to March 1 of the year
following the end of the year for which a benefit is
determined.
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The
amendment and restatement of the Supplemental Plan does not accelerate or
materially increase amounts otherwise due the Corporation's named executive
officers under the Incentive Plan.
The
forgoing description of the Supplemental Plan, as amended and restated, and
related matters is qualified in its entirety by reference to the Supplemental
Plan, which is filed as Exhibit 10.4 hereto and incorporated herein by
reference.
Amendment of Compensatory
Arrangement – Base Salary Increase
On
February 16, 2010, the Human Resources and Compensation Committee of the Board
(i) removed the base salary freeze it had approved, at management's request, in
February 2009 for Kurt A. Tjaden – Vice President and Chief Financial Officer,
HNI Corporation; Bradley D. Determan – Executive Vice President, HNI Corporation
and President, Hearth & Home Technologies Inc.; Jerald K. Dittmer –
Executive Vice President, HNI Corporation and President, The HON Company; and
Marco V. Molinari – Executive Vice President, HNI Corporation and President, HNI
International Inc., and (ii) approved a change in (a) Mr. Dittmer's annual base
salary from $355,000 to $390,500 effective March 7, 2010, and (b) Mr. Molinari's
annual base salary from $332,300 to $343,931 effective April 18,
2010. With the exception of the restricted stock unit ("RSU") grant
to both Messrs. Dittmer and Molinari and the special stock option grant to Mr.
Dittmer discussed below, all other material terms and conditions of Messrs.
Dittmer's and Molinari's employment and compensation packages with the
Corporation remained the same.
Amendment of Compensatory
Arrangement – CEO Compensation
On
February 17, 2010, the Board (i) restored the annual base salary of Stan A.
Askren – Chairman, President and Chief Executive Officer, HNI Corporation, from
$661,504 to $735,004, which was his annual base salary prior to the 10 percent
reduction requested by Mr. Askren and approved by the Board on April 3, 2009,
(ii) approved a change in Mr. Askren's annual base salary from $735,004 to
$780,000, effective February 22, 2010, and (iii) approved a change in Mr.
Askren's long-term incentive compensation award target from 200 percent to 300
percent of his annual base salary. The effective date of the
change to Mr. Askren's long-term incentive compensation award target was
February 17, 2010, and consequently, the change applies to Mr. Askren's
long-term incentive compensation award for the Corporation's 2010 fiscal
year. With the exception of the RSU grant discussed below, all other
material terms and conditions of Mr. Askren's employment and compensation
packages with the Corporation remained the same.
For a
more detailed discussion of the elements of the Corporation's compensation
program, including base salary, annual incentive compensation and long-term
incentive compensation, please see pages 17-26 of the 2009 Proxy
Statement.
Amendment of Compensatory
Arrangement – Long-Term Incentive Compensation
On
February 17, 2010, the Board approved the grant of time-based RSUs under the
Compensation Plan in lieu of awards traditionally granted under the Performance
Plan for each of Messrs. Askren, Tjaden, Determan, Dittmer and Molinari
(collectively, the "Officers"). Each of the Officers received
the
following
number of RSUs: Mr. Askren – 19,508; Mr. Tjaden – 4,127; Mr. Determan
– 4,127; Mr. Dittmer – 4,439; and Mr. Molinari – 4,155. The RSUs
cliff-vest three years from the date of grant and represent 20 percent of each
of the Officers' long-term incentive compensation award for the Corporation's
2010 fiscal year. Early termination of employment other than due to
death, disability or a change in control of the Corporation will result in
forfeiture of unvested RSUs.
Stock
options comprise the remaining 80 percent of each of the Officers' long-term
incentive compensation award for the Corporation's 2010 fiscal
year. The Board, on February 17, 2010, approved the grant of the
following number of stock options for each of the Officers: Mr.
Askren – 226,909; Mr. Tjaden – 48,000; Mr. Determan – 48,000; Mr. Dittmer –
51,636; and Mr. Molinari – 48,335. The stock options were granted
under the Compensation Plan, have an exercise price equal to the closing price
of a share of Common Stock on the date of grant and cliff-vest four years and
expire ten years from the date of grant. Early termination of
employment other than due to death, disability, retirement or a change in
control of the Corporation will result in forfeiture of unvested stock
options.
None of
the Officers received payouts under the Performance Plan for the 2007-2009
performance period, nor will they receive payouts for the 2008-2010 performance
period. In 2009, the Corporation also granted RSUs under the
Compensation Plan for each of the Officers in lieu of awards traditionally
granted under the Performance Plan.
Amendment of Compensatory
Arrangement – Special Option Award
On
February 17, 2010, the Board approved a special grant of 36,364 stock options to
Mr. Dittmer under the Compensation Plan. The stock options have an
exercise price equal to the closing price of a share of Common Stock on the date
of grant and cliff-vest four years and expire ten years from the date of
grant. Early termination of employment other than due to death,
disability, retirement or a change in control of the Corporation will result in
forfeiture of unvested stock options. These stock options represent a
special award and are in addition to the stock options granted to Mr. Dittmer as
a part of his standard long-term incentive compensation award for the
Corporation's 2010 fiscal year discussed above.
Section
9 – Financial Statements and Exhibits
Item
9.01 Financial
Statements and Exhibits.
The
following exhibits relating to Item 5.02 are filed as part of this Current
Report on Form 8-K.
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Exhibit
No.
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Description
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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:
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February
22, 2010
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By
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/s/Steven
M. Bradford
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Steven
M. Bradford
Vice
President, General Counsel and Secretary
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Exhibit
Index
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Exhibit
No.
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Description
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