111006 8k
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):
|
November
10, 2006
|
|
| |
HNI
Corporation
|
|
|
(Exact
Name of Registrant as Specified in
Charter)
|
|
Iowa
|
|
0-2648
|
|
42-0617510
|
|
(State
or Other Jurisdiction
of
Incorporation)
|
|
(Commission
File
Number)
|
|
(IRS
Employer
Identification
No.)
|
| |
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
|
|
| |
NA
|
|
|
(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)
o
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
o
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
Item
5.02 Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain
Officers; Compensatory Arrangements of Certain Officers.
Appointment
of Certain Officer
On
November 10, 2006, HNI Corporation (the "Corporation") appointed Eric K.
Jungbluth to the position of President, The HON Company, effective as of
November 27, 2006. In connection with the appointment, Mr. Jungbluth will remain
as an Executive Vice President of the Corporation, but no longer hold the
position of President, Allsteel Inc. Also in connection with the appointment,
the Corporation's Board of Directors (the "Board") approved a base salary
increase from $289,400 to $325,000 for Mr. Jungbluth, effective as of November
19, 2006. All other terms of Mr. Jungbluth's employment and compensation package
with the Corporation did not materially change. Additional information regarding
Mr. Jungbluth's age, past positions with the Corporation, family relationships
and business experience was previously reported under the heading "Part I,
Table
I" - "Executive Officers of the Registrant" on page 18 of the Corporation's
Annual Report on Form 10-K for the year ended December 31, 2005, and is
incorporated herein by reference.
In
connection with the appointment of Mr. Jungbluth described above, David C.
Burdakin will no longer hold the position of President, The HON Company,
effective as of November 27, 2006. Mr. Burdakin will remain as an Executive
Vice
President of the Corporation and will work on driving corporate-wide strategic
growth initiatives. All other terms and conditions of Mr. Burdakin's employment
and compensation package with the Corporation did not materially
change.
Election
of Director
On
November 10, 2006, the Board elected Mary H. Bell as a Director of the
Corporation and appointed her as a member of the Corporation's Public Policy
and
Corporate Governance Committee. The Board has determined that Ms. Bell qualifies
as an independent director under the New York Stock Exchange director
independence standards as currently in effect and the Corporation's categorical
independence standards for Directors.
For
her
services on the Board, Ms. Bell will receive the same compensation as other
members of the Board. A description of such compensation was previously reported
under the heading "Director Compensation" on pages 10 and 11 of the
Corporation's 2006 Proxy Statement, which was filed with the Securities and
Exchange Commission on March 17, 2006 (the "Proxy Statement"), and is
incorporated herein by reference.
The
press
release announcing Ms. Bell's election to the Board is attached as Exhibit
99.1
to this Current Report on Form 8-K and incorporated herein by
reference.
Amendment
of Compensatory Arrangement
On
November 10, 2006, the Board approved the amendment and restatement of the
Corporation's existing form of Change In Control Employment Agreement (the
"Existing Agreement"), effectively terminating the Existing Agreements with
each
of the following corporate officers: Stan A. Askren, Chairman, President and
Chief Executive Officer, HNI Corporation, dated January 3, 1995; Mr. Burdakin,
dated September 16, 1999; Bradley D. Determan, Executive Vice President, HNI
Corporation, and President, Hearth & Home Technologies Inc., dated September
16, 1999; Jerald K. Dittmer, Vice President and Chief Financial Officer, HNI
Corporation, dated September 16, 1999; and Mr. Jungbluth, dated
February
25, 2005. A description of the Existing Agreement was previously reported under
the heading "Change in Control Employment Agreements" on page 18 of the Proxy
Statement.
The
Corporation entered into the amended and restated Change In Control Employment
Agreement (the "Amended Agreement"), effective as of November 15, 2006, with
each of the following corporate officers: Messrs. Askren, Burdakin,
Determan, Dittmer and Jungbluth.
Under
the
Amended Agreement, a change in control occurs when, among other things, a third
person or entity becomes the beneficial owner of 20% or more of the
Corporation's common stock, more than one-third of the Board is composed of
persons not recommended by at least three-fourths of the incumbent Board or
upon
the occurrence of certain business combinations involving the Corporation.
Upon
a change in control, a two-year employment contract between the Corporation
and
the executive becomes effective, and all of the executive's benefits become
vested under the Corporation's compensation plans.
The
executive becomes entitled to certain benefits if, at any time within two years
of the change in control, any of the following occurs: (i) employment is
terminated by the Corporation for any reason other than cause or disability
of
the executive; or (ii) employment is terminated by the executive for good
reason, as such terms are defined in the Amended Agreement. In such
circumstances, the executive is entitled to receive the executive's annual
salary through the date of termination, a bonus equal to the average of the
executive's annual bonuses for the prior two years prorated based on the length
of employment during the year in which termination occurs and a severance
payment equal to two times the sum of (i) the executive's annual base salary
and
(ii) the average of the executive's annual bonuses for the prior two years.
For
Mr. Askren, the amount of the severance payment is equal to three times of
the
sum of (i) his annual base salary and (ii) the average of his annual bonuses
for
the prior two years. The executive will be entitled to a continuation of certain
employee benefits for up to eighteen months and group life insurance benefits
for up to two years if comparable benefits are not otherwise available to the
executive. The executive will also be entitled to receive a lump-sum payment
in
an amount equal to the present value of the cost of health and dental coverage
for an additional six months and an additional lump-sum payment equal to the
Corporation's reasonable determination of the value of two years of continued
participation in the Corporation's disability plans. In addition, the executive
will be entitled to receive payments under the Corporation's long-term
performance plan as if the executive had terminated his employment with the
Corporation due to retirement and reimbursement for any legal fees and expenses,
plus interest thereon, that may be incurred in enforcing or defending the
executive's rights under the Amended Agreement.
The
Corporation will fulfill certain obligations to the executive, or make certain
payments to the executive, through the date of the executive's termination
if,
at any time within two years of the change in control, the executive is
terminated by reason of death, disability or cause, or if the executive
terminates employment other than for good reason. The Corporation will provide
disability and certain other benefits after the date of termination if the
executive is terminated by reason of disability.
The
Amended Agreement provides a tax gross-up for the executive in the event that
any payment made under the terms of the Amended Agreement, or otherwise by
reason of certain other agreements, policies, plans, programs or arrangements,
would be subject to excise tax as a parachute payment contingent on a change
in
ownership or control of the Corporation. A gross-up payment equal to the excise
tax imposed on the executive is payable only to the extent the aggregate present
value of the parachute payments to be paid to the executive exceeds 110% of
three times the executive's annualized includible compensation for the most
recent five taxable years ending before the date on which the change in control
occurred. In the event the 110% hurdle is not exceeded, the parachute payments
to the executive will be reduced (or repaid to the Corporation) to the minimum
extent necessary so that no portion of the benefit to the executive constitutes
an excess parachute payment.
The
Amended Agreement is automatically renewed, on an annual basis, for a period
of
two years. The Board may terminate the Amended Agreement if the Board determines
that the Executive is no longer a key executive; provided, however, that such
a
determination shall not be made, and if made shall have no effect, within two
years after the occurrence of a change in control.
The
foregoing description of the Amended Agreement is qualified in its entirety
by
reference to the Amended Agreement, the form of which is attached to this
Current Report on Form 8-K as Exhibit 10.1 and incorporated herein by
reference.
Item
5.03 Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
The
Board
amended Section 3.03(a) of Article 3 of the Corporation's By-laws (the
"By-laws"), effective as of November 10, 2006, to reflect an increase in the
authorized number of Directors of the Corporation from twelve (12) Directors
to
thirteen (13) Directors. The full text of the By-laws, as amended, is attached
hereto as Exhibit 3(ii) to this Current Report on Form 8-K and incorporated
herein by reference.
Section
9 - Financial Statements and Exhibits
Item
9.01 Financial
Statements and Exhibits.
The
following exhibits relating to Items 5.02 and 5.03 are filed as part of this
Current Report on Form 8-K.
|
Exhibit
No.
|
|
Description
|
|
3(ii)
|
|
By-laws
of the Registrant, as amended.
|
|
10.1
|
|
Form
of Registrant's Amended and Restated Change in Control Employment
Agreement.
|
|
99.1
|
|
Text
of press release dated November 10,
2006.
|
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.
| |
|
|
| |
HNI
CORPORATION |
|
|
|
| Date:
November 16, 2006 |
By: |
/s/ Jeffrey
D. Lorenger |
| |
Jeffrey
D. Lorenger
Vice President, General Counsel and
Secretary
|
| |
|
Exhibit
Index
|
Exhibit
No.
|
|
Description
|
|
3(ii)
|
|
By-laws
of the Registrant, as amended.
|
|
10.1
|
|
Form
of Registrant's Amended and Restated Change in Control Employment
Agreement.
|
|
99.1
|
|
Text
of press release dated November 10,
2006.
|