SEC Form S-8 filed by HNI Corporation

Registration No. 333-

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

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HNI CORPORATION

(Exact name of Registrant as specified in its charter)

 

HNI Corporation Profit Sharing Retirement Plan

(Full title of the plan)

 

Steven M. Bradford

Senior Vice President, General Counsel and Secretary

HNI Corporation

600 East Second Street

P.O. Box 1109

Muscatine, Iowa 52761-0071

(Name and address of agent for service)

 

(563) 272-7400

(Telephone number, including area code, of agent for service)

 

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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

 

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 7(a)(2)(B) of the Securities Act.  ☐

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PART I

 

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

 

 

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PART II

 

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

 

HNI Corporation (the “Corporation”) incorporates by reference herein the following documents filed by it or the Plan with the SEC under Commission File Number 001-14225 pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), other than any portion of such documents or information therein deemed to have been furnished and not filed in accordance with SEC rules:

 

 

 

 

 

 

In addition, all documents filed by the Corporation pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act (other than, in each case, documents or information therein deemed to have been furnished and not filed in accordance with SEC rules, unless specifically incorporated by reference into this registration statement) subsequent to the date hereof and prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold shall be deemed to be incorporated by reference herein. All such incorporated documents shall be deemed to be a part of this registration statement from the dates of filing of such documents.

Any statement contained in a document incorporated or deemed to be incorporated by reference into this registration statement shall be deemed to be modified or superseded for purposes of this registration statement to the extent that a statement contained in this registration statement or in any other subsequently filed document which also is or is deemed to be incorporated into this registration statement modifies or supersedes that statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this registration statement.

 

 

Not Applicable.

 

 

The validity of the shares of common stock being offered by this registration statement is being passed upon by the Corporation by Steven M. Bradford, Senior Vice President, General Counsel and Secretary. Mr. Bradford participates in the Plan and in other employee benefit plans offered by the Corporation. As of July 31, 2024, Mr. Bradford beneficially owned less than 1% of the outstanding common stock, including common stock he may acquire pursuant to outstanding equity awards issued under such employee benefit plans.

 

 

The Corporation is subject to the Iowa Business Corporation Act (the “IBCA”), which provides for or permits indemnification of directors and officers in certain situations. The Amended and Restated Articles of Incorporation of HNI Corporation, as amended (the “Articles”), provide that no director shall be personally liable to the Corporation or any shareholder for money damages for any action, or failure to take action, except for the following: (i) the amount of financial benefit received by a director to which the director is not entitled; (ii) an intentional infliction of harm on the Corporation or its shareholders; (iii) a violation of Section 490.833 of the IBCA, which relates to liability for unlawful distributions; or (iv) an intentional violation of criminal law. Although the Articles provide protection from awards for monetary damages for breaches of the duty of care, they do not eliminate the director’s duty of care. Accordingly, the Articles will not affect the availability of equitable remedies, such as an injunction, based on a director’s breach of the duty of care.

 

The Amended and Restated By-laws of HNI Corporation (the “By-laws”), provide that: (i) a director or an officer of the Corporation will not be liable as a director or an officer to the Corporation or its shareholders for any decision to take or not to take action, or any failure to take any action, if the duties of the director or officer are performed in compliance with the respective standards of conduct for directors and officers prescribed in the IBCA; and (ii) the Corporation may indemnify a director or officer of the Corporation who is a party to a proceeding against liability incurred by such director or officer in the proceeding to the maximum extent permitted by and in the manner prescribed by the IBCA, including the advancement of expenses.

 

The By-laws further provide that the Corporation may enter into indemnification agreements consistent with the IBCA with each director of the Corporation and with such officers of the Corporation as the Board of Directors of the Corporation deems appropriate. The Corporation has entered into agreements with its directors and with certain officers agreeing to indemnify them against certain liabilities to the fullest extent permitted under Iowa law, the Articles and the By-laws. The Corporation also has director and officer liability insurance, under which each director and each of certain officers of the Corporation is insured against certain liabilities.

 

 

Not Applicable.

 

The Corporation herewith files or incorporates by reference the exhibits identified below:

 

* Filed herewith.

 

SIGNATURES

 

The Registrant.  Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Muscatine, State of Iowa, on August 20, 2024.

 

	HNI CORPORATION
	By:		/s/ Steven M. Bradford

	Name:	Steven M. Bradford
	Title:	Senior Vice President, General Counsel and Secretary

The Plan.  Pursuant to the requirements of the Securities Act of 1933, the trustees (or other persons who administer the employee benefit plan) have caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Muscatine, State of Iowa, on August 20, 2024.

	HNI CORPORATION PROFIT SHARING RETIREMENT PLAN
	By:		/s/ Donna Meade

	Name:	Donna Meade
	Title:	Member, HNI Corporation Administrative and Fund Committee

POWER OF ATTORNEY

KNOW ALL BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Jeffrey D. Lorenger, Marshall H. Bridges and Steven M. Bradford his or her true and lawful attorney-in-fact, with full power of substitution and re-substitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments including post-effective amendments to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that said attorney-in-fact or his substitute, each acting alone, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

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