UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM
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CURRENT REPORT
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(e) On May 22, 2020, the Board of Directors and the Compensation Committee of the Board of Directors of Steelcase Inc. (the "Company") approved the following changes to the base salaries of the executive officers of the Company who were named in the Summary Compensation Table of the Company's Proxy Statement on Schedule 14A, as filed with the Securities and Exchange Commission on May 29, 2019 (the "Named Executive Officers"), effective as of May 25, 2020: the base salary of the Company's President and Chief Executive Officer will be adjusted to reflect a temporary reduction of 50%, and the base salary of the other Named Executive Officers will be adjusted to reflect a temporary reduction of 20%, from the levels in place prior to March 30, 2020.
On May 22, 2020, the Company's Board of Directors approved a 50% reinstatement of the reductions implemented on March 30, 2020 to the annual board retainers of the Board Chair and the other non-employee members of the Company's Board of Directors and the additional annual retainer paid to the members of the Audit Committee. As a result of these changes, the following compensation schedule for non-employee directors will take effect on May 31, 2020:
| Type of Compensation | Director | Board Chair | ||||||
| Board Annual Retainer | $ | 172,000 | $ | 258,000 | ||||
| Committee Chair Annual Retainers: | ||||||||
| Audit Committee | $ | 16,000 | ||||||
| Compensation Committee | $ | 12,000 | ||||||
| Corporate Business Development Committee | $ | 12,000 | ||||||
| Nominating and Corporate Governance Committee | $ | 12,000 | ||||||
Board annual retainers and committee chair annual retainers will be paid 25% in cash and 75% in either the Company's Class A Common Stock or a deemed investment in the Company's Class A Common Stock under the Company's Non-Employee Director Deferred Compensation Plan. The additional annual retainer for the members of the Audit Committee is $5,000, paid in cash.
On May 26, 2020, the Company issued a press release providing an update on the status of its operations, selected financial metrics for interim periods during its fiscal quarter ending on May 29, 2020 and liquidity position as of May 1, 2020. The Company is furnishing the press release as Exhibit 99.1 attached hereto.
The information furnished pursuant to this Item 7.01 to this Current Report on Form 8-K (including the exhibit hereto) shall not be considered "filed" under the Securities Exchange Act of 1934, as amended, nor shall it be incorporated by reference into future filings by the Company under the Securities Act of 1933, as amended, or under the Securities Exchange Act of 1934, as amended, unless the Company expressly sets forth in such future filing that such information is to be considered "filed" or incorporated by reference therein.
(d) EXHIBITS.
| Exhibit Number | Description | |
| 99.1 | Steelcase Inc. Press Release dated May 26, 2020 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
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.
| STEELCASE INC. | ||
| Date: May 26, 2020 | By: | /s/ David C. Sylvester |
| David C. Sylvester | ||
| Senior Vice President, Chief Financial Officer | ||