Form 8-K
0001077688 False 0001077688 2022-10-12 2022-10-12 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):  October 12, 2022

_______________________________

Hooker Furnishings 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 October 12, 2022, the Board of Directors (the “Board”) of Hooker Furnishings Corporation (the “Company”) voted to increase the size of the Board to eight members and subsequently elected Christopher L. Henson to the Company’s Board effective October 12, 2022, to serve until the next Election of Directors. Additionally, and consistent with the Board’s “Committees of the Whole” approach to corporate governance, Mr. Henson 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 he was selected as director. There has been no transaction, nor is there any currently proposed transaction, between the newly appointed director and the Company that would require disclosure under Item 404(a) of Regulation S-K.

Mr. Henson’s compensation will be consistent with the compensation of other non-employee directors.

Item 8.01. Other Events.

On October 17, 2022, 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.
   
Exhibit Number Description
   
99.1     Press Release dated October 17, 2022
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 Furnishings Corporation
   
  
Date: October 17, 2022By: /s/ Paul A. Huckfeldt        
  Paul A. Huckfeldt
  Chief Financial Officer and
Senior Vice-President - Finance and Accounting
  

 

EdgarFiling

EXHIBIT 99.1

Chris Henson Joins Hooker Furnishings Corp. Board of Directors

MARTINSVILLE, Va., Oct. 17, 2022 (GLOBE NEWSWIRE) -- Chris Henson, a senior executive who helped BB&T Corp. grow from a small North Carolina regional bank to the 8th largest US bank in 2019, is joining the Board of Directors of Hooker Furnishings Corp. (NASDAQ – GS:HOFT).


Christopher L. Henson

Henson, who began with BB&T in 1985, rose to progressively higher executive positions including City Executive, Regional President, State President, Chief Financial Officer, and Chief Operating Officer before being promoted to President and Chief Operating Officer from 2016 – 2019. After BB&T merged with SunTrust to become Truist Bank, Henson served as Head of Banking & Insurance from 2019 to 2021 until his recent retirement.

“Chris is known as a collaborative leader consistently focused on growing people and building a values-based, purpose-driven culture,” said Henry Williamson, Chairman of the Board at Hooker Furnishings. Williamson and Henson served together in senior management roles at BB&T for over 20 years. “Chris was a beloved and respected executive by the people working with and for him,” Williamson said. “His philosophy has always been that employees deliver outstanding service to customers when they feel cared for.”

Henson is a leader with a proven track record, Williamson said. “Chris is very focused on the continued development of people and organizations. His extensive experience in a wide variety of leadership roles will add value to our Board of Directors.”

“It is a great honor to join the Board of Hooker Furnishings, a company with nearly a century of success driven by strong values and a compelling employee and customer-focused culture,” Henson said. “I enjoyed helping BB&T grow while maintaining its strong culture, and I see a lot of opportunities for growth at Hooker Furnishings,” he said.

Henson, a resident of Lewisville, NC, is a graduate of High Point University, the University of North Carolina at Chapel Hill Young Executive Institute and Duke University’s Advanced Management Program.

Based in Martinsville, Va, Hooker Furnishings Corporation, in its 98th year of business, is a designer, marketer and importer of casegoods (wooden and metal furniture), leather furniture, and fabric-upholstered furniture for the residential, hospitality and contract markets. The Company also domestically manufactures premium residential custom leather and custom fabric-upholstered furniture and outdoor furniture. Major casegoods product categories include home entertainment, home office, accent, dining, and bedroom furniture in the upper-medium price points sold under the Hooker Furniture brand. Hooker’s residential upholstered seating product lines include Bradington-Young, a specialist in upscale motion and stationary leather furniture, Sam Moore Furniture, a specialist in upscale occasional chairs, settees, sofas and sectional seating with an emphasis on cover-to-frame customization, Hooker Upholstery, imported upholstered furniture targeted at the upper-medium price-range and Shenandoah Furniture, an upscale upholstered furniture company specializing in private label sectionals, modulars, sofas, chairs, ottomans, benches, beds and dining chairs in the upper-medium price points for lifestyle specialty retailers. The H Contract product line supplies upholstered seating and casegoods to upscale senior living facilities. The Home Meridian division addresses more moderate price points and channels of distribution not currently served by other Hooker Furnishings divisions or brands. Home Meridian’s brands include Accentrics Home, home furnishings centered around an eclectic mix of unique pieces and materials that offer a fresh take on home fashion, Pulaski Furniture, casegoods covering the complete design spectrum in a wide range of bedroom, dining room, accent and display cabinets at medium price points, Pulaski Upholstery, stationary and motion upholstery collections available in fabric and leather covering the complete design spectrum at medium price points, Samuel Lawrence Furniture, value-conscious offerings in bedroom, dining room, home office and youth furnishings, Prime Resources, value-conscious imported leather upholstered furniture, and Samuel Lawrence Hospitality, a designer and supplier of hotel furnishings. The Sunset West division is a designer and manufacturer of comfortable, stylish and high-quality outdoor furniture. Hooker Furnishings Corporation’s corporate offices and upholstery manufacturing facilities are located in Virginia and North Carolina, with showrooms in High Point, N.C., Las Vegas, N.V., and Ho Chi Minh City, Vietnam. The company operates distribution centers in North Carolina, Virginia, Georgia, California, China and Vietnam. Please visit our websites hookerfurnishings.com, hookerfurniture.com, bradington-young.com, sammoore.com, hcontractfurniture.com, homemeridian.com, pulaskifurniture.com, accentricshome.com, slh-co.com, and sunsetwestusa.com. The company’s stock is listed on the Nasdaq Global Select Market under the symbol HOFT.

For more information, contact Paul A. Huckfeldt, senior vice president -finance & accounting & chief financial officer, phuckfeldt@hookerfurnishings.com

A photo accompanying this announcement is available at https://www.globenewswire.com/NewsRoom/AttachmentNg/5330a156-7acb-4c1d-be81-a69d6bbcc033