Form 8-K
0001077688 False 0001077688 2021-03-05 2021-03-05 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):  March 5, 2021

_______________________________

Hooker Furniture Corporation

(Exact name of registrant as specified in its charter)

_______________________________

Virginia000-2534954-0251350
(State or Other Jurisdiction of Incorporation)(Commission File Number)(I.R.S. Employer Identification No.)

440 East Commonwealth Boulevard

Martinsville, Virginia 24112

(Address of Principal Executive Offices) (Zip Code)

(276) 632-2133

(Registrant's telephone number, including area code)

 

(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 obligation of the registrant under any of the following provisions:

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 classTrading Symbol(s)Name of each exchange on which registered
Common Stock, no par valueHOFTNASDAQ 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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 March 5, 2021, the Board of Directors (the “Board”) of Hooker Furniture Corporation (the “Company”) voted to increase the size of the Board to nine members and subsequently elected Maria C. Duey to the Company’s Board effective March 5, 2021, to serve until the next Election of Directors. Additionally, and consistent with the Board’s “Committees of the Whole” approach to corporate governance, Ms. Duey will serve on all of the Board’s committees which include the Nominating and Corporate Governance Committee, the Compensation Committee and the Audit Committee.

There are no arrangements or understandings between the newly appointed director and any other persons pursuant to which she was selected as director. There has been no transaction, nor is there any currently proposed transaction, between any newly appointed director and the Company that would require disclosure under Item 404(a) of Regulation S-K.

Ms. Duey’s compensation will be consistent with the compensation of other non-employee directors.

Item 8.01. Other Events.

On March 11, 2021, the Registrant issued a press release, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

99.1    Press release dated March 11, 2021
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.

 Hooker Furniture Corporation
   
  
Date: March 11, 2021By: /s/ Paul A. Huckfeldt        
  Paul A. Huckfeldt
  Senior Vice-President - Finance and Accounting
Chief Financial Officer
  

 

EdgarFiling

EXHIBIT 99.1

Maria Duey Joins Hooker Furniture Corp. Board of Directors

MARTINSVILLE, Va., March 11, 2021 (GLOBE NEWSWIRE) -- Maria Duey, a senior financial executive with over 20 years of experience in mergers and acquisitions and investor relations at publicly-traded global manufacturing companies, has joined the Board of Directors of Hooker Furniture Corporation (NASDAQ-GS:HOFT) based here.

Duey is currently CEO and founder of Leonine Advisory, a consulting firm specializing in strategic planning and mergers and acquisitions for middle-market companies. She previously spent 18 years at Masco Corp., a leading manufacturer of branded home improvement and building products, where she implemented and led investor relations strategy and managed and executed numerous acquisitions, divestitures and investments. She also served in a similar capacity for several years at automotive aftermarket company Horizon Global.

“Speaking for the entire Hooker Furniture Board of Directors, we are ecstatic to have Maria Duey join our Board,” said Paul B. Toms, Chairman of the HFC Board. “She brings a strong background in strategic planning, investor relations and mergers & acquisitions as well as experience in large multi-national consumer goods companies. We believe Maria offers a complementary skillset to our existing directors and is a good fit culturally. We’re grateful she chose to join our Board and know she will be a solid contributor.”

“Hooker Furnishings’ focus on high-quality home products across multiple and expanding distribution channels makes this an exciting time to join the Board,” said Duey, “especially with the company approaching its 100th anniversary. I’m honored to join this strong Board and to begin working with the company’s talented management team to help create value for all stakeholders.”

Duey, a Detroit-area resident, holds an MBA from the Kellogg School of Management at Northwestern University and an undergraduate degree from Michigan State University.

Based in Martinsville, Va., Hooker Furniture Corporation is ranked among the nation's largest publicly traded furniture sources and encompasses twelve distinct operating businesses. These brands include: Hooker Furniture, Hooker Upholstery, Bradington-Young, Sam Moore Furniture, Shenandoah Furniture, H Contract, Accentrics Home, Pulaski Furniture, Samuel Lawrence Furniture, Prime Resource International, Samuel Lawrence Hospitality and HMIdea. Hooker Furnishings Corporation's corporate offices and upholstery manufacturing facilities are located in Virginia and North Carolina, with showrooms in High Point, N.C. and Ho Chi Minh City, Vietnam. Hooker Furnishings operates distribution centers in the United States, China, and Vietnam. The company's stock is listed on the Nasdaq Global Select Market under the symbol HOFT.

Contact: Paul Huckfeldt, Chief Financial Officer
Email: phuckfel@hookerfurnishings.com
Phone:   276-632-2133

A photo accompanying this announcement is available at https://www.globenewswire.com/NewsRoom/AttachmentNg/20a4a243-31fa-4600-b5c1-ced343467311