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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 

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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): August 29, 2017

 

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

 

Virginia	000-25349	54-0251350
(State or other jurisdiction of incorporation or organization)	(Commission File No.)	(I.R.S. Employer Identification No.)
440 East Commonwealth Boulevard, Martinsville, Virginia	24112	(276) 632-2133
(Address of principal executive offices)	(Zip Code)	(Registrant’s telephone number, including area code)

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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))

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 arrangement of Certain Officers.

On August 29, 2017, 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 Paulette Garafolo and Tonya Harris Jackson to the Company’s Board effective August 29, 2017, to serve until the next Election of Directors. Additionally, and consistent with the Board’s “Committees of the Whole” approach to corporate governance, Mses. Garafolo and Jackson 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 directors and any other persons pursuant to which they were selected as directors.  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.

On August 29, 2017, David G. Sweet notified the Board of his decision not to stand for re-election at the Company’s 2018 Annual Meeting of Shareholders, which is to be held on June 7, 2018. Mr. Sweet’s decision not to stand for re-election was not a result of any disagreement with other Board members or with management. Mr. Sweet will continue to serve through the remainder of his current term.

 

Item 8.01. Other Events.

On August 29, 2017 the Company issued a press release, a copy of which is attached hereto as Exhibit 99.1 and which is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

Exhibit 99.1. Press release dated August 29, 2017

 

 

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

By:    /s/ Paul A. Huckfeldt                                                       

Paul A. Huckfeldt

Chief Financial Officer and

Senior Vice-President – Finance and Accounting

Date: August 30, 2017

 

 

 

Exhibit 99.1

Hooker Furniture Expands Board with Tonya Jackson and Paulette Garafalo

MARTINSVILLE, Va. – Hooker Furniture Corporation (NASDAQ:HOFT) is expanding its Board of Directors from 7 to 9 directors with the additions of Paulette Garafalo, a senior executive in luxury consumer products retailing, and Tonya Jackson, a senior operations executive with expertise in supply chain management and international sourcing.

“We are very pleased to have Paulette and Tonya join our Board, and believe they bring strong skill sets and in-depth experience in areas critical in developing strategies to assure our long-term success,” said Paul B. Toms, chairman and chief executive officer.

Garafalo currently is CEO of men’s and women’s classic apparel retailer Paul Stuart in New York, and previously served in the position of Division President or CEO of Brooks Brothers, Bally of Switzerland and Hickey Freeman. “We believe Paulette will bring marketing savvy to the Board with her deep experience in all facets of retail and in luxury consumer brands,” said Toms. He added that her experience in selling to higher-end consumers “will be helpful across the entire enterprise, and especially Hooker Legacy Brands (Hooker Furniture, Sam Moore and Bradington-Young), since they are positioned in the upper price points.”

“Throughout my career, I’ve worked with admired and respected American brands that stand the test of time,” Garafalo said, adding, “I’m proud to join another great American brand like Hooker Furniture.”

Jackson is currently Vice President—Global Supply Chain Operations for Lexmark in Lexington, Ky. and has spent her career at IBM and Lexmark with “significant experience in operations and supply chain management,” Toms said. “So much of our competitive edge is based on international sourcing and making sure we have the right products in the right place at the right time. Her perspective and knowledge will help across all our businesses,” Toms added.

“I'm impressed with Hooker Furniture's reputation for fine craftsmanship, as well as its dedication to employees, customers and partners,” Jackson said. “I am honored to join the board and look forward to working with fellow board members and the leadership team.”  Toms noted that Hooker expects to have turnover on the Board over the next 5 years, “and we are trying to reconstitute the board proactively while maintaining and adding pertinent skill sets.” Both Jackson and Garafalo will join the Hooker Furniture Board for its Second Quarter Board of Directors Meeting on September 6 -7.

Incorporated in 1924, Hooker Furniture is one of the most respected furniture brands in the world. The company's 2016 acquisition of Home Meridian International (HMI) ranks Hooker as one of the top five sources for the U.S. furniture market. An importer of residential wood and metal furniture and a manufacturer and importer of upholstered furniture, Hooker Furniture is based in Martinsville, Va. Major wood furniture categories include bedroom, dining, accent, home entertainment and home office furniture in the upper-medium price points sold under the Hooker Furniture brand. Hooker's residential upholstered seating companies include Hickory, N.C.-based Bradington-Young, a specialist in upscale motion and stationary leather furniture, and Bedford, Va.-based Sam Moore Furniture, specializing in fashion upholstery with an emphasis on cover-to-frame customization. The Hooker Upholstery brand offers imported leather upholstery in the upper medium price range. The Home Meridian division addresses more moderate price points and channels of distribution. HMI brands include Pulaski Furniture, Samuel Lawrence Furniture, Prime Resources, Sourcing Solutions Group, Right 2 Home and Samuel Lawrence Hospitality. Hooker Furniture 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.