SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): January 12, 2005
HOOKER FURNITURE CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
VIRGINIA
(State or Other Jurisdiction of Incorporation)
| 000-25349 | 54-0251350 | |
| (Commission File Number) | (IRS Employer Identification No.) |
| 440 Commonwealth Boulevard Martinsville, Virginia |
24112 | |
| (Address of Principal Executive Offices) | (Zip Code) |
(276) 632-0459
(Registrant’s Telephone Number, Including Area Code)
N/A
(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 (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)) |
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On January 12, 2005, the Board of Directors of Hooker Furniture Corporation (the “Company”) approved director compensation for 2005. Each non-employee director of the Company will receive:
| • | an annual retainer of $18,000, |
| • | $7,500 for serving on the Audit Committee and |
| • | $3,000 for serving on each of the Compensation and Nominating and Corporate Governance Committees. |
The Chair of the Audit Committee will receive an additional $4,500, and the Chairs of the Compensation and Nominating and Corporate Governance Committees will each receive an additional $3,000.
Employee directors receive no additional compensation for serving as directors. Directors are paid no other compensation by the Company for serving as directors. Directors will be reimbursed for reasonable expenses incurred in connection with attending board and committee meetings or performing their duties as directors.
A Summary of Director Compensation is filed as Exhibit 99.2 to this report.
ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
On January 18, 2005, Hooker Furniture Corporation (the “Company”) issued a press release setting forth its results of operations for the fourth quarter and fiscal year 2004. A copy of Hooker’s press release is included with this report as Exhibit 99.1.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
| Exhibit |
Description | |
| 99.1 | Press Release dated January 18, 2005 | |
| 99.2 | Summary of Director Compensation dated January 12, 2004 | |
Signatures
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 | ||
| By: | /s/ R. Gary Armbrister | |
| R. Gary Armbrister | ||
| Chief Accounting Officer | ||
Date: January 18, 2005
Exhibit 99.2
Hooker Furniture Corporation
Summary of Director Compensation
For 2005, each non-employee director of the Company will receive:
| • | an annual retainer of $18,000, |
| • | $7,500 for serving on the Audit Committee and |
| • | $3,000 for serving on each of the Compensation and Nominating and Corporate Governance Committees. |
The Chair of the Audit Committee will receive an additional $4,500, and the Chairs of the Compensation and Nominating and Corporate Governance Committees will each receive an additional $3,000.
Employee directors receive no additional compensation for serving as directors. Directors are paid no other compensation by the Company for serving as directors. Directors will be reimbursed for reasonable expenses incurred in connection with attending board and committee meetings or performing their duties as directors.