Flexsteel Industries Inc. filed SEC Form 8-K: Leadership Update, Regulation FD Disclosure, Financial Statements and Exhibits

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

Flexsteel Industries Inc

(Exact name of Registrant as Specified in Its Charter)

(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:

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 (§ 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.

(d) Effective May 21, 2025, the Board of Directors (the “Board”) of Flexsteel Industries, Inc. (the “Company”) appointed Terence P. Calloway to the Board. Mr. Calloway will serve as a Class I director, which class will stand for re-election at the 2026 annual meeting of the shareholders. Mr. Calloway was appointed as a member of the Board’s Audit and Ethics Committee.

Mr. Calloway will participate in the Company’s non-executive director compensation program. Pursuant to this program, Mr. Calloway will receive: (i) an annual retainer of $61,500 for service as a Board member, and (ii) a quarterly stock grant with a value of $24,250, rounded to the nearest share, with no additional vesting requirements. Mr. Calloway will also receive an annual retainer of $7,500 for service as a member of the Audit and Ethics Committee.

To accommodate Mr. Calloway’s appointment, the number of Board members was increased from seven to eight.

Since the beginning of the Company’s last fiscal year through the present, there have been no transactions with the Company, and there are currently no proposed transactions with the Company, in which the amount involved exceeds $120,000 and in which Mr. Calloway had or will have a direct or indirect material interest within the meaning of Item 404(a) of Regulation S-K. No arrangement or understanding exists between Mr. Calloway and any other person pursuant to which he was appointed as a director of the Company.

Item 7.01 Regulation FD Disclosure.

On May 21, 2025, the Company issued a press release announcing the appointment of Mr. Calloway to the Board of the Company. A copy of the press release is furnished as Exhibit 99.1 and is incorporated herein by reference.

The information in this Item 7.01, including Exhibit 99.1 attached hereto, is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

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.