HNI Corporation (NYSE: HNI) renews CFO change-in-control deal and details 2026 shareholder votes

Rhea-AI Filing Summary

HNI Corporation updated its change in control protections for Executive Vice President and Chief Financial Officer Vincent P. Berger II and reported voting results from its 2026 annual shareholder meeting. A new Change in Control Employment Agreement, effective June 1, 2026, replaces a similar agreement that expires the same day and continues the existing “double trigger” structure, requiring both a change in control and a qualifying termination before severance benefits are paid, without any excise tax gross-up. At the annual meeting, shareholders elected directors John R. Hartnett, Larry B. Porcellato, and Dhanusha Sivajee to terms expiring at the 2029 meeting, with support ranging from about 54.9 million to 56.2 million votes. Shareholders also ratified KPMG LLP as independent auditor and approved, on an advisory basis, the Corporation’s named executive officer compensation. The meeting was held with 71,992,908 shares eligible to vote and 63,426,629 shares present or represented by proxy.

8-K Event Classification

2 items: 5.02, 5.07

2 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Shares eligible to vote: 71,992,908 shares Shares represented at meeting: 63,426,629 shares Votes for Hartnett: 55,897,303 votes +5 more

8 metrics

Shares eligible to vote 71,992,908 shares Common stock eligible to vote as of March 24, 2026 record date

Shares represented at meeting 63,426,629 shares Shares present virtually or by proxy at 2026 annual meeting

Votes for Hartnett 55,897,303 votes For votes electing director John R. Hartnett

Votes for Porcellato 54,914,744 votes For votes electing director Larry B. Porcellato

Votes for Sivajee 56,170,539 votes For votes electing director Dhanusha Sivajee

Auditor ratification for votes 63,007,838 votes Votes for ratifying KPMG LLP for fiscal year ending January 2, 2027

Say-on-pay for votes 56,108,616 votes For votes on advisory approval of named executive officer compensation

CIC agreement term 10 years Term of new Change in Control Employment Agreement for CFO

Key Terms

Change in Control Employment Agreement, change in control, double trigger, excess parachute payments, +2 more

6 terms

Change in Control Employment Agreement financial

"the Board approved the Corporation’s entry into a Change in Control Employment Agreement"

change in control financial

"intended to assure continuity of executive management during a threatened change in control of the Company"

A "change in control" occurs when the ownership or management of a company shifts significantly, such as through a merger, acquisition, or sale of a large part of its assets. This change can impact how the company is run and may influence its future direction. For investors, it matters because it can affect the company's stability, strategy, and value, often signaling potential changes in investment risk or opportunity.

double trigger financial

"eligible for severance benefits in the event there is a “double trigger,” which includes both a CIC and termination of employment"

excess parachute payments financial

"tax penalties and interest imposed on “excess parachute payments” (involving excess severance or CIC payments), as defined in Section 280G"

independent registered public accounting firm financial

"ratification of KPMG LLP as the Corporation’s Independent Registered Public Accounting Firm for Fiscal 2026"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

Advisory Vote to Approve Named Executive Officer Compensation financial

"Proposal No. 3 – Advisory Vote to Approve Named Executive Officer Compensation"

Understanding 8-K Material Events →

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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):  May 18, 2026

HNI Corporation

(Exact name of registrant as specified in its charter)

Iowa		1-14225		42-0617510
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

600 East Second Street P. O. Box 1109 Muscatine, Iowa		52761-0071
(Address of principal executive offices)		(Zip Code)

Registrant's telephone number, including area code: (563) 272-7400

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 of this chapter) 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

(e)          On May 18, 2026, the Board approved the Corporation’s entry into a Change in Control Employment Agreement, to be dated and effective as of June 1, 2026, with Vincent P. (VP) Berger II, who serves as Executive Vice President and Chief Financial Officer of the Corporation (the “CIC Agreement”). The CIC Agreement will replace the existing Change in Control Employment Agreement, dated as of June 1, 2016, between the Corporation and Mr. Berger (the “Prior CIC Agreement”), which will terminate in accordance with its terms on the tenth anniversary thereof on June 1, 2026.

The terms of the CIC Agreement are substantially identical to the terms of the Prior CIC Agreement, which is the form of Change in Control Employment Agreement which the Corporation has entered into with selected senior executives.  The CIC Agreement is intended to assure continuity of executive management during a threatened change in control of the Company (“CIC”) and to ensure that executive management can objectively evaluate any CIC proposal and act in the best interests of the Corporation’s shareholders.

Under the CIC Agreement, Mr. Berger is eligible for severance benefits in the event there is a “double trigger,” which includes both a CIC and termination of employment if termination was by Mr. Berger for “good reason” or by the Corporation for any reason other than “cause” or disability. The termination must occur (i) during the two years following a CIC or (ii) prior to the CIC where Mr. Berger’s termination is directly related to the CIC. The benefits payable to Mr. Berger under the CIC Agreement in such an event consist of the following:

• a lump-sum severance payment equal to two times the sum of (i) the Mr. Berger’s annual base salary and (ii) the average of his annual incentive compensation awards for the prior two years;

• annual salary through the date of termination and a bonus equal to the average of Mr. Berger’s annual incentive compensation awards for the prior two years;

• continuation of certain medical and dental benefits for up to 18 months and group life insurance benefits for up to two years; and

• a lump-sum payment for the cost of health and dental coverage for an additional six months and a lump-sum payment for two years of continued participation in disability benefit plans.

In exchange for the CIC severance benefits, Mr. Berger would be subject to confidentiality and non-competition provisions for one year from the date of termination.

The Corporation will provide disability and certain other benefits after the date of termination if Mr. Berger is terminated by reason of disability.

The CIC Agreement defines a CIC as having occurred:

• when a third person or entity becomes the beneficial owner of 20% or more of the Corporation’s outstanding common stock, subject to certain exceptions;

• when more than one-third of the Board is composed of persons not recommended by at least three-fourths of the incumbent Board;

• upon the occurrence of certain business combinations involving the Corporation; or

• upon approval by shareholders of a complete liquidation or dissolution of the Corporation.

The CIC Agreement defines “cause” as acts of dishonesty resulting in substantial personal enrichment at the Corporation’s expense or repeated willful or deliberate violations of obligations under the CIC Agreement resulting in material injury to the Corporation.

The CIC Agreement defines “good reason” as:

• a substantially adverse change in Mr. Berger’s position, authority, or responsibilities;

• the Corporation’s failure to comply with the CIC Agreement;

• a change of more than 50 miles in Mr. Berger’s principal place of work;

• a purported termination of Mr. Berger’s employment not permitted by the CIC Agreement; and

• a successor company not assuming the CIC Agreement.

The CIC Agreement does not obligate the Corporation to “gross up” Mr. Berger’s compensation for any excise tax, for any federal, state, and local income taxes applicable to the excise tax “gross up,” or for tax penalties and interest imposed on “excess parachute payments” (involving excess severance or CIC payments), as defined in Section 280G of the Internal Revenue Code.

The CIC Agreement has a ten-year term. The Board may terminate the CIC Agreement if the Board determines Mr. Berger is no longer a key executive, except that such a determination may not be made, and if made will have no effect, within two years after the occurrence of a CIC.

The foregoing description of the CIC Agreement is qualified by reference to the full text of the form of Change of Control Employment Agreement filed by the Corporation as Exhibit 10.15 to its Annual Report on Form 10-K for the fiscal year ended January 3, 2026.

Item 5.07 Submission of Matters to a Vote of Security Holders.

At the Corporation’s annual meeting of shareholders held on May 20, 2026 (the “2026 Annual Meeting”), the proposals listed below were submitted to a vote of the shareholders.  The proposals are described in the Corporation’s definitive proxy statement filed with the Securities and Exchange Commission on March 25, 2026 (the “Proxy Statement”).

As of March 24, 2026, the record date for the 2026 Annual Meeting, there were 71,992,908 outstanding shares of the Corporation’s common stock eligible to vote, and 63,426,629 shares were present virtually or represented by proxy at the 2026 Annual Meeting. The final voting results with respect to each proposal voted upon at the 2026 Annual Meeting are set forth below.

Proposal No. 1 – Election of Directors.  The Corporation’s shareholders approved three nominees, John R. Hartnett, Larry B. Porcellato, and Dhanusha Sivajee, for election to the Board of Directors of the Corporation for a term expiring at the Corporation’s 2029 Annual Meeting of Shareholders and until their respective successors are elected and qualified, subject to their prior death, resignation, or removal, with votes as follows:

Director	For	Against	Abstain	Broker Non-Votes
John R. Hartnett	55,897,303	1,702,351	26,741	5,800,232
Larry B. Porcellato	54,914,744	2,685,311	26,340	5,800,232
Dhanusha Sivajee	56,170,539	1,421,163	34,694	5,800,232

Proposal No. 2 – Ratification of KPMG LLP as the Corporation’s Independent Registered Public Accounting Firm for Fiscal 2026.  The Corporation’s shareholders ratified the selection of KPMG LLP as the Corporation’s independent registered public accounting firm for the fiscal year ending January 2, 2027, with votes as follows:

For	Against	Abstain
63,007,838	370,208	48,582

Proposal No. 3 – Advisory Vote to Approve Named Executive Officer Compensation.  The Corporation’s shareholders approved, on an advisory basis, the compensation awarded by the Corporation to its named executive officers disclosed in the Proxy Statement, with votes as follows:

For	Against	Abstain	Broker Non-Votes
56,108,616	1,453,871	63,909	5,800,232

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: May 21, 2026	By:	/s/ Steven M. Bradford
		Steven M. Bradford Senior Vice President, General Counsel, and Secretary

FAQ

What change in control agreement did HNI (HNI) approve for its CFO?

HNI approved a new Change in Control Employment Agreement for Executive Vice President and CFO Vincent P. Berger II, effective June 1, 2026. It replaces a similar 2016 agreement and maintains a double-trigger structure requiring both a change in control and qualifying termination for severance.

How does HNI’s new change in control agreement handle severance eligibility?

Severance under the new agreement is payable only if there is both a change in control and Mr. Berger’s employment terminates for “good reason” or by the company without “cause” or disability. The qualifying termination must occur within two years after, or directly related to, a change in control.

Does HNI’s CFO change in control agreement include an excise tax gross-up?

The agreement does not obligate HNI to gross up Mr. Berger’s compensation for excise taxes, related income taxes, or penalties on excess parachute payments under Section 280G of the Internal Revenue Code. This limits the company’s tax-related obligations on potential change in control payments.

How many HNI shares were eligible and represented at the 2026 annual meeting?

As of March 24, 2026, HNI had 71,992,908 common shares eligible to vote at the 2026 annual meeting. A total of 63,426,629 shares were present virtually or represented by proxy when shareholders voted on directors, auditor ratification, and executive compensation.

What were the director election results at HNI’s 2026 annual meeting?

Shareholders elected John R. Hartnett, Larry B. Porcellato, and Dhanusha Sivajee to terms expiring at the 2029 annual meeting. Each received over 54.9 million “for” votes, with relatively low opposition and abstentions, plus 5,800,232 broker non-votes reported for each nominee.

Did HNI shareholders ratify KPMG and approve executive pay in 2026?

Shareholders ratified KPMG LLP as HNI’s independent registered public accounting firm for the fiscal year ending January 2, 2027, with 63,007,838 votes for. They also approved, on an advisory basis, named executive officer compensation with 56,108,616 votes for and 1,453,871 against.

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.8 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 21.5 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 15.7 KB