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): October 6, 2021

HOOKER FURNISHINGS CORPORATION
(Exact name of registrant as specified in its charter)

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:

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 October 6, 2021, Paul B. Toms, Jr., a member of the Board of Directors of Hooker Furnishings Corporation (the “Company”) and its Chair, notified the Company of his intention to retire from the Company’s Board of Directors effective immediately. Mr. Toms’ retirement was not due to a disagreement with the Company on any matter relating to its operations, policies, or practices. Effective with Mr. Toms’ resignation as a director, the size of the Company’s Board of Directors will be reduced from nine to eight directors.

In its meeting of October 7, 2021, the Company’s Board of Directors (the “Board”) appointed Henry G. Williamson, Jr. to serve as its Chair through the current Board service term that ends with the Company’s next annual meeting of shareholders in June 2022. Mr. Williamson has been a director since 2004 and lead independent director since 2016.

“Paul has been an integral part of Hooker Furnishings for nearly forty years having served as a director since 1993, Board Chair since 2000 and as Chief Executive Officer for twenty-one years until his retirement in January 2021,” said Williamson “His contributions to the Company are significant and long-lasting. We thank him for his service and wish him well in his retirement,” he concluded.

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.

Date: October 13, 2021