UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (Commission File No.) | (I.R.S. Employer Identification No.) |
| | ||
| (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):
Securities registered pursuant to Section 12(b) of the Act:
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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 5.07. Submission of Matters to a Vote of Security Holders.
At the Annual Meeting of Shareholders of Hooker Furnishings Corporation (the “Company”) held on June 6, 2023, shareholders voted on the matters described below:
|
1. |
The Company’s shareholders elected each of the following seven directors to serve a one-year term on the Company’s Board of Directors by the following vote: |
|
Votes |
Votes |
Broker |
||||||||||
|
Director |
For |
Withheld |
Non-votes |
|||||||||
|
W. Christopher Beeler, Jr. |
7,603,698 | 592,005 | 1,094,643 | |||||||||
|
Maria C. Duey |
8,033,807 | 161,896 | 1,094,643 | |||||||||
|
Paulette Garafalo |
8,034,987 | 160,716 | 1,094,643 | |||||||||
|
Christopher L. Henson |
8,099,434 | 96,269 | 1,094,643 | |||||||||
|
Jeremy R. Hoff |
8,098,660 | 97,043 | 1,094,643 | |||||||||
|
Tonya H. Jackson |
8,034,882 | 160,821 | 1,094,643 | |||||||||
|
Ellen C. Taaffe |
7,985,739 | 209,964 | 1,094,643 | |||||||||
|
2. |
The Company’s shareholders ratified the selection of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 28, 2024 by the following vote: |
|
Votes For |
Votes Against |
Abstain |
Broker Non-votes |
||||||||||
| 9,077,966 | 205,571 | 6,809 | - | ||||||||||
|
3. |
The Company’s shareholders approved, on an advisory basis, the compensation of its named executive officers as disclosed in the Company’s Proxy Statement for the Annual Meeting. The proposal was approved by the following vote: |
|
Votes For |
Votes Against |
Abstain |
Broker Non-votes |
||||||||||
| 7,598,561 | 467,340 | 129,802 | 1,094,643 | ||||||||||
|
4. |
The option to hold an advisory vote on the compensation of the Company’s named executive officers every year received the highest number of votes, as set forth below: |
|
1 Year |
2 Years |
3 Years |
Abstain |
Broker Non-votes |
|||||||||||||
| 7,197,541 | 69,831 | 791,741 | 136,590 | 1,094,643 | |||||||||||||
Consistent with the shareholder vote and the recommendation of the Company’s Board of Directors, the Company will hold a shareholder advisory vote on the compensation of the Company’s named executive officers annually until the next vote on the frequency of such advisory vote.
Item 8.01. Other Events.
Also on June 6, 2023, following the Annual Meeting, the following independent Directors were appointed by the Board to the following positions for one-year terms ending at the Company’s 2024 annual meeting. It is the Company’s current practice that Directors may not Chair the Board or a Committee for more than three one-year terms:
| W. Christopher Beeler, Jr. | Board Chair |
| Christopher L. Henson | Audit Committee Chair |
| Maria C. Duey | Compensation Committee Chair |
| Tonya H. Jackson | Nominating and Corporate Governance Committee Chair |
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/ Paul A. Huckfeldt
Paul A. Huckfeldt
Chief Financial Officer and
Senior Vice-President – Finance and Accounting
Date: June 9, 2023