r8kcomp22309.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
23, 2009
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
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Item
5.02
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Departure
of Directors or Certain Officers; Election of Directors; Appointed of
Certain Officers; Compensatory Arrangements of Certain
Officers.
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Amendment of Compensatory
Arrangement
On
February 23, 2009, the Board of Directors (the "Board") of HNI Corporation (the
"Corporation") approved the grant of time-based restricted stock units ("RSUs")
under the HNI Corporation 2007 Stock-Based Compensation Plan in lieu of awards
traditionally granted under the HNI Corporation Long-Term Performance Plan (the
"Performance Plan") for each of the following corporate officers (collectively,
the "Officers"): Stan A. Askren – Chairman, President and Chief
Executive Officer, HNI Corporation; 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.
The RSUs
vest three years from the date of grant and represent 80 percent of each of the
Officers' long-term incentive compensation award for the Corporation's 2009
fiscal year. Stock options make up the remaining 20 percent of each
of the Officers' long-term incentive compensation award. Each of the
Officers received the following number of RSUs: Mr. Askren – 113,514;
Mr. Tjaden – 38,224; Mr. Determan – 38,224; Mr. Dittmer – 41,120; and Mr.
Molinari – 38,490.
None of
the Officers received payouts
under the Performance Plan for the 2006-2008 performance period nor will they
receive payouts for the 2007-2009 performance period.
For a
more detailed discussion of the Corporation's long-term incentive compensation
program, please see pages 19-22 of the Corporation's 2008 Proxy Statement filed
with the Securities and Exchange Commission on March 19,
2008.
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 25, 2009 |
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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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