Steelcase Inc. filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
$SCS
Office Equipment/Supplies/Services
Consumer Discretionary
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): July 9, 2025
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e)On July 9, 2025 (the “Effective Date”), the shareholders of Steelcase Inc. (the “Company”) approved the Steelcase Inc. Incentive Compensation Plan (the “ICP”). The ICP allows the Company to grant stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares, performance units, cash-based awards, phantom shares and other share-based awards to employees and directors of the Company and its subsidiaries or affiliates and other individuals designated by the Compensation Committee of the Company’s Board of Directors. The maximum number of shares of the Company’s Class A Common Stock available for issuance under the ICP is 3,025,286 plus the number of shares that are subject to or underlie awards made under the ICP prior to the Effective Date which expire or are cancelled or forfeited following the Effective Date, except for shares surrendered or withheld as payment of either the exercise price of an award and/or withholding taxes in respect of such an award. Awards under the ICP are determined by the Compensation Committee of the Company’s Board of Directors or by the Company’s Chief Executive Officer pursuant to delegated authority and subject to certain limitations.
A copy of the ICP is attached as Exhibit 10.1 and is incorporated herein by reference. A summary of the ICP is also included in the Company’s Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on May 28, 2025, beginning on page 68, and is incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
The Company held its annual meeting of shareholders on July 9, 2025. At that meeting, shareholders voted on four proposals presented in the Company's Proxy Statement dated May 28, 2025 relating to the annual meeting. The results of the votes are as follows.
| · | Proposal 1: Election of ten nominees to the Board of Directors | ||||
| For | Against | Abstentions | ||||||||||||||||||||||||||||||||||||||||||
| Nominee | Votes | % of Total Votes | Votes | % of Total Votes | Votes | % of Total Votes | Broker Non-Votes | |||||||||||||||||||||||||||||||||||||
| Sara E. Armbruster | 248,102,496 | 96.4% | 2,145,637 | 0.8% | 6,988,961 | 2.7% | 11,315,000 | |||||||||||||||||||||||||||||||||||||
| Timothy C. E. Brown | 207,267,788 | 80.6% | 43,083,749 | 16.7% | 6,885,557 | 2.7% | 11,315,000 | |||||||||||||||||||||||||||||||||||||
| Connie K. Duckworth | 214,795,882 | 83.5% | 35,556,148 | 13.8% | 6,885,064 | 2.7% | 11,315,000 | |||||||||||||||||||||||||||||||||||||
| Sanjay Gupta | 250,707,140 | 97.5% | 2,004,802 | 0.8% | 4,525,152 | 1.8% | 11,315,000 | |||||||||||||||||||||||||||||||||||||
| Todd P. Kelsey | 248,377,185 | 96.6% | 1,973,720 | 0.8% | 6,886,189 | 2.7% | 11,315,000 | |||||||||||||||||||||||||||||||||||||
| Jennifer C. Niemann | 247,758,273 | 96.3% | 2,493,038 | 1.0% | 6,985,783 | 2.7% | 11,315,000 | |||||||||||||||||||||||||||||||||||||
| Robert C. Pew III | 247,685,944 | 96.3% | 2,665,818 | 1.0% | 6,885,332 | 2.7% | 11,315,000 | |||||||||||||||||||||||||||||||||||||
| Cathy D. Ross | 214,719,151 | 83.5% | 35,633,092 | 13.9% | 6,884,851 | 2.7% | 11,315,000 | |||||||||||||||||||||||||||||||||||||
| Catherine C. B. Schmelter | 214,251,179 | 83.3% | 36,079,125 | 14.0% | 6,906,790 | 2.7% | 11,315,000 | |||||||||||||||||||||||||||||||||||||
| Linda K. Williams | 248,461,163 | 96.6% | 1,867,997 | 0.7% | 6,907,934 | 2.7% | 11,315,000 | |||||||||||||||||||||||||||||||||||||
| · | Proposal 2: Advisory vote to approve named executive officer compensation | ||||
| For | Against | Abstentions | ||||||||||||||||||||||||||||||||||||
| Votes | % of Total Votes | Votes | % of Total Votes | Votes | % of Total Votes | Broker Non-Votes | ||||||||||||||||||||||||||||||||
| 239,864,459 | 93.2% | 10,222,619 | 4.0% | 7,150,016 | 2.8% | 11,315,000 | ||||||||||||||||||||||||||||||||
| · | Proposal 3: Approval of the Steelcase Inc. Incentive Compensation Plan | ||||
| For | Against | Abstentions | ||||||||||||||||||||||||||||||||||||
| Votes | % of Total Votes | Votes | % of Total Votes | Votes | % of Total Votes | Broker Non-Votes | ||||||||||||||||||||||||||||||||
| 240,847,316 | 93.6% | 11,607,870 | 4.5% | 4,781,908 | 1.9% | 11,315,000 | ||||||||||||||||||||||||||||||||
| · | Proposal 4: Ratification of the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for fiscal year 2026 | ||||
| For | Against | Abstentions | |||||||||||||||||||||||||||||||||
| Votes | % of Total Votes | Votes | % of Total Votes | Votes | % of Total Votes | ||||||||||||||||||||||||||||||
| 261,242,704 | 97.3% | 2,406,470 | 0.9% | 4,902,920 | 1.8% | ||||||||||||||||||||||||||||||
Item 9.01. Financial Statements and Exhibits.
(d)EXHIBITS.
| Exhibit No. | Description | |||||||
| 10.1 | ||||||||
| 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.
| STEELCASE INC. | |||||
| By: | /s/ David C. Sylvester | ||||
| David C. Sylvester Senior Vice President, Chief Financial Officer | |||||
Date: July 11, 2025