tile-202410160000715787false00007157872024-10-162024-10-16
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 16, 2024
INTERFACE INC
__________________
(Exact name of Registrant as Specified in its Charter)
| | | | | | | | | | | | | | |
Georgia | | 001-33994 | | 58-1451243 |
(State or other Jurisdiction of Incorporation or Organization) | | (Commission File Number) | | (IRS Employer Identification No.) |
| | | | | | | | | | | |
1280 West Peachtree Street NW | Atlanta | Georgia | 30309 |
(Address of principal executive offices) | (Zip code) |
Registrant’s telephone number, including area code: (770) 437-6800
Not Applicable
(Former name or former address, if changed since last report)
Securities Registered Pursuant to Section 12(b) of the Act:
| | | | | | | | |
Title of Each Class | Trading Symbol(s) | Name of Each Exchange on Which Registered |
Common Stock, $0.10 Par Value Per Share | TILE | Nasdaq Global Select Market |
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 (§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 16, 2024, Interface, Inc. (the “Company”) entered into a tax equalization agreement (the “Stansfield Tax Equalization Agreement”) with Nigel Stansfield, the Company’s Chief Innovation & Sustainability Officer. Mr. Stansfield’s role as the Company’s principal innovation officer involves him providing services on behalf of the Company while traveling frequently from his home in the United Kingdom to the United States. This activity may create a personal U.S. income tax filing obligation for Mr. Stansfield and associated payroll withholding obligations for the Company, in addition to Mr. Stansfield’s continuing U.K. tax filing requirements. The Company believes it is appropriate to apply a tax equalization approach to his U.S. and U.K. tax withholding obligations to equalize tax benefits and burdens between the U.S. and U.K. so that Mr. Stansfield will be provided with after-tax compensation equivalent to what he would have received had he (i) not been subject to any additional U.S. income tax filing and withholding requirements, and (ii) remained a taxpayer solely in the United Kingdom.
The foregoing description of the Stansfield Tax Equalization Agreement is a summary and is qualified in its entirety by reference to the document, which is filed as Exhibit 99.1 and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| | | | | |
Exhibit No. | Description |
99.1 | |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
| | | | | |
| INTERFACE, INC. |
| |
| |
By: | /s/ David B. Foshee |
| David B. Foshee |
| Vice President |
Date: October 21, 2024 | |