hni-20240625

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________________

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 25, 2024

Commission File Number: 1-14225


Iowa						42-0617510
(State of incorporation)						(IRS Employer Identification No.)

600 East Second Street

Muscatine, Iowa 52761-0071

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.):

☐

Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock

HNI

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐


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

On June 25, 2024, the Board of Directors of HNI Corporation (the “Corporation”) elected David Roberts as a director of the Corporation, to serve an initial term expiring at the Corporation’s 2025 annual meeting of shareholders. Effective as of June 25, 2024, Mr. Roberts will serve as a member of the Board’s Public Policy and Governance Committee. The Board has determined Mr. Roberts qualifies as an independent director under the New York Stock Exchange independence standards and the independent standards established in the Corporation’s Corporate Governance Guidelines. Following Mr. Robert’s election, the Board of Directors consists of eleven directors, including ten directors who meet the foregoing independence standards and the Chief Executive Officer of the Corporation.

Mr. Roberts, age 53, is the President and Chief Executive Officer for Verra Mobility Corporation, a global leader in smart mobility technologies. The press release announcing Mr. Roberts’ election is filed as Exhibit 99.1 to this report.

For his service on the Board, Mr. Roberts will receive the same compensation as other non-employee members of the Board, as described in the Corporation’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on March 19, 2024.

There is no arrangement or understanding between Mr. Roberts and any other person pursuant to which he was selected as a director, and there are no transactions with respect to related persons involving Mr. Robert.


Item 9.01			Financial Statements and Exhibits


Exhibit No.			Description
99.1			Press R elease of HNI Corporation iss ued on June 25, 2024
104			Cover Page Interactive Data File

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:

June 25, 2024

By:

/s/ Steven M. Bradford

Steven M. Bradford
Senior Vice President, General Counsel, and Secretary