DEF: HNI Corporation Announces Details for 2025 Annual Shareholder Meeting

HNI Corporation's 2025 Annual Meeting of Shareholders will be held virtually on May 15, 2025, to vote on director elections, auditor ratification, and executive compensation.

Summary

• HNI Corporation will hold its 2025 Annual Meeting of Shareholders virtually on May 15, 2025, at 10:30 a.m. CDT.
• Shareholders of record as of March 10, 2025, are entitled to vote.
• The meeting will include voting on the reelection of three directors (Jeffrey D. Lorenger, Larry B. Porcellato, and David M. Roberts), the ratification of KPMG LLP as the independent registered public accounting firm for the fiscal year ending January 3, 2026, and an advisory vote to approve Named Executive Officer compensation.
• Shareholders can vote electronically before the meeting or online during the meeting.
• The proxy statement and 2024 Annual Report on Form 10-K are available at investors.hnicorp.com.
• The Board recommends voting FOR the election of each director nominee, FOR the ratification of KPMG, and FOR the advisory resolution on executive compensation.
• During 2024, the Board consisted of 10 directors until June, when David M. Roberts was appointed, expanding the Board to 11 members.
• The Board met four times during 2024, and all directors attended all Board and committee meetings.
• Non-employee directors received an annual retainer of $208,000, with $83,000 paid in cash and $125,000 in stock.
• The Lead Director receives an additional $30,000, and the Audit Committee Chair receives an additional $20,000.
• The Compensation and Governance Committee Chairs each receive an additional $15,000.
• The Corporation's insider trading policy prohibits hedging and pledging transactions.
• The Corporation's clawback policy allows for the recovery of incentive-based compensation in the event of an accounting restatement.
• The ratio of the CEO's total annual compensation to the median compensated employee's total annual compensation for 2024 was 96:1.

Sentiment

Score: 7

Explanation: The document is primarily informational, outlining meeting details and governance practices. The sentiment is neutral to positive, reflecting a well-governed company with a commitment to shareholder engagement and social responsibility.

Positives

• The Board is composed of experienced directors with diverse skills and backgrounds.
• The Corporation has a strong commitment to corporate social responsibility, ranking among America's Most Responsible Companies.
• The Corporation has a clawback policy in place to recover incentive compensation in certain circumstances.
• The Corporation prohibits hedging and pledging transactions related to its stock.
• The Corporation maintains an Executive Stock Ownership Guideline to align executive interests with shareholder interests.
• The Corporation has a history of strong shareholder support for its executive compensation program.

Risks

• Cybersecurity risk management remains an area of particular focus for the Board and Corporation management.
• The document mentions that during 2024, the Corporation delivered strong performance despite lower organic sales resulting from macro-economic headwinds.

Future Outlook

The Corporation encourages shareholders to submit their proxies or voting instructions in advance of the Annual Meeting.

Management Comments

• The Board believes in aligning the compensation of the Corporation's leadership with creating long-term value for shareholders and other important stakeholders, including members, customers, and our communities.
• The Board believes maintaining combined Chairman and CEO positions is currently the most effective leadership structure for the Corporation given Mr. Lorenger's in-depth knowledge of the Corporation's business and industry, his ability to formulate and implement strategic initiatives, and his extensive contact with and knowledge of customers.

Industry Context

The document benchmarks CEO compensation against a peer group of 20 companies in similar industries or with similar business complexity, manufacturing approach, or go-to-market structure.

Comparison to Industry Standards

• The document compares HNI Corporation's executive compensation practices to those of a peer group consisting of companies such as A.O. Smith Corporation, Kennametal Inc., ACCO Brands, La-Z-Boy, American Woodmark, Leggett & Platt, Incorporated, Apogee Enterprises, Lennox International Inc., Armstrong World Industries, Inc., Masonite, Donaldson Company, Inc., MasterBrand, Hillenbrand, MilllerKnoll, Installed Building Products, Pitney Bowes, Interface, Regal Rexnord, JELD-WEN, and Steelcase Inc.
• The document references the Office Furniture Industry Group (OFIG) peer group, consisting of MillerKnoll, Inc. and Steelcase Inc., for the purposes of the Performance Graph in the Annual Report.

Management Changes

Corporate Governance

Related Party Transactions

• During the Corporation's 2024 fiscal year, there were no transactions with related persons required to be reported in this Proxy Statement.

Stakeholder Impact

• Shareholders are encouraged to participate in the Annual Meeting and vote on important matters.
• The Corporation's commitment to corporate social responsibility benefits communities and the environment.
• The Corporation's member-owner culture fosters a unique level of commitment to the Corporation's success throughout the workforce.

Next Steps

• Shareholders are encouraged to vote their shares prior to the Annual Meeting.
• Shareholders should register in advance to attend the virtual Annual Meeting.

Key Dates