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Hooker Furnishings (NASDAQ: HOFT) updates 2026 executive pay and long-term equity

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8-K

Rhea-AI Filing Summary

Hooker Furnishings Corporation reported that its Compensation Committee approved 2026 pay and 2027 incentive opportunities for top executives. CEO Jeremy R. Hoff’s 2026 base salary is set at $680,000, and CFO C. Earl Armstrong III’s at $375,000. For fiscal 2027, their annual cash incentives are tied to revenue (30% weight) and operating income (70% weight), with payouts ranging from threshold up to 2x target if maximum goals are reached.

Hoff received 35,656 time-based RSUs and Armstrong 10,149, vesting in thirds on April 13, 2027, 2028, and 2029, with full vesting upon a change of control and prorated vesting upon death, disability or retirement. Performance-based RSUs cover a three-year period from February 2, 2026 to January 28, 2029, with payouts based on EPS CAGR and relative Total Shareholder Return; at target, Hoff can receive 17,828 shares and Armstrong 5,075, with maximum opportunities of 35,656 and 10,149 shares, respectively.

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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 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
CEO base salary 2026 $680,000 Annual base salary for Jeremy R. Hoff in 2026
CFO base salary 2026 $375,000 Annual base salary for C. Earl Armstrong III in 2026
CEO max cash incentive $1,360,000 Maximum annual cash incentive for fiscal 2027
CFO max cash incentive $450,000 Maximum annual cash incentive for fiscal 2027
CEO time-based RSUs 35,656 RSUs Time-based restricted stock units granted, vesting 2027-2029
CFO time-based RSUs 10,149 RSUs Time-based restricted stock units granted, vesting 2027-2029
CEO target PSUs 17,828 shares Target performance-based RSU payout over 2026-2029 period
CFO target PSUs 5,075 shares Target performance-based RSU payout over 2026-2029 period
Restricted Stock Units financial
"Time-Based Restricted Stock Units (RSUs). Each time-based RSU grant vests ratably"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
performance-based Restricted Stock Units financial
"Performance-based Restricted Stock Units (“PSUs”) Each performance-based RSU entitles"
Performance-based restricted stock units are a type of employee equity award that converts into company shares only if predefined financial or operational targets are met over a set period. Think of it like a bonus check that becomes stock only when specific goals are hit; it ties pay to results, aligning managers’ incentives with shareholders. Investors care because these awards affect future share count, executive incentives, and signal how management’s success will be measured and rewarded.
Total Shareholder Return financial
"relative Total Shareholder Return as measured against the Company’s compensation peer group"
Total shareholder return is the overall gain an investor gets from owning a stock, combining changes in the share price plus any cash payouts like dividends, and assuming those payouts are reinvested in more shares. Investors use it like a single score that shows the true return on their investment—similar to checking both the growth of a savings account and the interest earned—to compare how well different companies or investments perform over time.
EPS compound annual growth rate financial
"pre-established performance goals of: (1) the Company’s absolute EPS compound annual growth rate"
change of control financial
"100% of an executive officer’s RSUs will vest upon a change of control of the Company"
A change of control occurs when the ownership or management of a company shifts significantly, such as through a sale, merger, or acquisition, resulting in new leadership or ownership structure. This change can impact the company's direction and decision-making, which is important for investors because it may affect the company's stability, strategy, and future prospects.
performance period financial
"over a three-year performance period that began February 2, 2026 and ends January 28, 2029"
The performance period is the specific time span over which an investment’s results, an employee’s targets, or a fund’s returns are measured and judged. It matters to investors because the length and start/end of that window determine which gains or losses count toward performance fees, bonus payouts, or benchmark comparisons—much like timing a race decides who wins, the chosen period can change whether results look strong or weak.
Understanding 8-K Material Events →
false 0001077688 0001077688 2026-04-13 2026-04-13 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

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): April 13, 2026

 

 

 

HOOKER FURNISHINGS CORPORATION

(Exact name of registrant as specified in its charter)

 

Virginia  000-25349  54-0251350
(State or other jurisdiction of
incorporation or organization)		  (Commission File No.)  (I.R.S. Employer
Identification No.)

 

440 East Commonwealth Boulevard,
Martinsville, Virginia		  24112  (276) 632-2133
(Address of principal executive offices)  (Zip Code)  (Registrant’s telephone number, including area code)

 

 

 

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. below):

 

☐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, no par value   HOFT   NASDAQ Global Select Market

 

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 April 13, 2026, the Compensation Committee (the “Committee”) of the Board of Directors of Hooker Furnishings Corporation (the “Company”) approved annual base salaries, annual cash incentives and long-term incentives for the Company’s executive officers.

 

Annual Base Salary

 

The base salary for each executive officer for 2026 will be:

 

   Base Salary 
Jeremy R. Hoff, CEO and Director   $680,000 
C. Earl Armstrong III, CFO and Senior VP – Finance and Accounting    375,000 

 

Annual Cash Incentives

 

The annual cash incentive for each executive officer for the Company’s 2027 fiscal year, which ends January 31, 2027, will be paid if the Company attains certain revenue (30% weight) and operating income (70% weight) targets for fiscal 2027, as approved by the Board of Directors. No cash bonus is payable if the Company fails to reach the threshold performance goal range and the cash bonus is capped at 2x target payment if the Company reaches or exceeds the maximum performance goal range. There will be full interpolation for performance between the three discrete performance levels.

 

The annual cash incentive potential for each of the executive officers is as follows:

 

   If the Company Attains: 
   Threshold   Target   Maximum 
Jeremy R. Hoff  $204,000   $680,000   $1,360,000 
C. Earl Armstrong III   67,500    225,000    450,000 

 

Time-Based Restricted Stock Units (RSUs). Each time-based RSU grant vests ratably by entitling the executive officer to receive one third of the grant if he remains continuously employed with the Company through the end of each service period that ends April 13, 2027, April 13, 2028, and April 13, 2029, respectively. At the discretion of the Committee, the RSUs may be paid in shares of the Company’s common stock, cash (based on the fair market value of a share of the Company’s common stock on the date payment is made), or both. In addition to the service-based vesting requirement, 100% of an executive officer’s RSUs will vest upon a change of control of the Company and a prorated number of the RSUs will vest upon the death, disability or retirement of the executive officer. Dividends declared on unvested RSUs awards accumulate in cash and are paid out only upon vesting of the underlying shares.

 

The number of RSUs awarded to each executive officer is set forth in the table below.

 

Executive Officer  Number of RSUs 
Jeremy R. Hoff   35,656 
C. Earl Armstrong III   10,149 

 

Performance-based Restricted Stock Units (“PSUs”) Each performance-based RSU entitles the executive officer to receive one share of the Company’s common stock based on the achievement of specified performance conditions (described below) if the executive officer remains continuously employed by the Company through the end of the three-year performance period. The PSUs shall vest subject to the Company’s attainment of pre-established performance goals of: (1) the Company’s absolute EPS compound annual growth rate (“EPS CAGR”) and (2) relative Total Shareholder Return as measured against the Company’s compensation peer group, both over a three-year performance period that began February 2, 2026 and ends January 28, 2029, as approved by the Committee. “Total Shareholder Return” shall be measured by the average price for the twenty trading days prior to the start of the performance period versus the average price for the last twenty trading days of the performance period. The payout or settlement of the PSUs shall be made in shares of the Company’s common stock (based on the fair market value of the shares of the Company’s common stock on the date of settlement or payment). Dividends declared on unvested PSU awards accumulate in cash and are paid out only upon vesting of the underlying shares.

 

The settlement or payment for each executive officer under his PSU will be the sum of the following share amounts:

 

a.An amount set forth in the table below based on the compound annual growth of the Company’s fully diluted earnings per share from continuing operations (“EPS”) over the performance period. The Company’s EPS CAGR must be at least 5% over the performance period for a payment to be made. There will be full interpolation for performance between the three discrete performance levels.

 

Executive Officer  Threshold (5%)   Target (10%)   Maximum (25%) 
Jeremy R. Hoff   5,348    17,828    35,656 
C. Earl Armstrong III   1,522    5,075    10,149 

 

 

b.An amount set forth in the table below based on the Company’s growth of Total Shareholder Return over the performance period relative to a group of specified peer companies. Payout capped at target if the Company’s Total Shareholder Return for the performance period is negative. There will be full interpolation for performance between the three discrete performance levels.

 

Executive Officer  Threshold (25%)   Target (50%)   Maximum (75%) 
Jeremy R. Hoff   5,348    17,828    35,656 
C. Earl Armstrong III   1,522    5,075    10,149 

 

Item 9.01. Financial Statements and Exhibits.

 

104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

1

 

 

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.

 

  HOOKER FURNISHINGS CORPORATION
   
  By: /s/ C. Earl Armstrong III
    C. Earl Armstrong III
    Chief Financial Officer and
    Senior Vice-President – Finance and Accounting

 

Date: April 17, 2026

 

 

2

 

 

Source: View Original Filing on SEC EDGAR

FAQ

What executive salary changes did HOFT approve for 2026?

Hooker Furnishings approved 2026 base salaries of $680,000 for CEO Jeremy R. Hoff and $375,000 for CFO C. Earl Armstrong III. These fixed amounts form the foundation of their total compensation alongside incentives and equity awards.

How are HOFT’s 2027 executive cash bonuses determined?

2027 cash bonuses depend on revenue and operating income performance, weighted 30% and 70% respectively. No bonus is paid below threshold performance, and payouts are capped at 2x target if maximum goals are reached, with interpolation between levels.

What time-based RSUs did HOFT grant to its CEO and CFO?

The CEO received 35,656 time-based RSUs and the CFO 10,149. These awards vest in three equal installments on April 13 of 2027, 2028, and 2029, assuming continued employment, with accelerated or prorated vesting in certain events.

How do HOFT’s performance-based RSUs (PSUs) work?

Each PSU can settle in one share of common stock based on three-year performance. Metrics are absolute EPS CAGR and relative Total Shareholder Return from February 2, 2026 to January 28, 2029, with threshold, target, and maximum payout levels in shares.

What is the maximum PSU opportunity for HOFT’s CEO and CFO?

At maximum performance, CEO Jeremy R. Hoff may receive 35,656 shares under PSUs and CFO C. Earl Armstrong III may receive 10,149 shares. Actual settlements depend on achieving pre-set EPS growth and Total Shareholder Return goals over the performance period.

How are dividends handled on HOFT’s RSU and PSU awards?

Dividends declared on unvested RSUs and PSUs accumulate in cash and are paid only upon vesting of the underlying shares. If the awards do not vest, the accumulated dividend amounts are not paid to the executive officers.

Filing Exhibits & Attachments

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