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):   March 20, 2018

HNI Corporation
(Exact name of registrant as specified in charter)


Iowa
1-14225
42-0617510
(State or other jurisdiction
of incorporation)
(Commission File Number)
(IRS Employer
Identification No.)


600 East Second Street, P.O. Box 1109, Muscatine, Iowa  52761-0071
(Address of principal executive offices, including Zip Code)

Registrant’s telephone number, including area code:   (563) 272-7400

N/A
(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 ( see General Instruction A.2.):
☐

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 Arrangements of Certain Officers


In order to more effectively align executive incentive compensation with the long term strategies of the Corporation, on March 20, 2018, the Human Resources and Compensation Committee of the Board of Directors of HNI Corporation amended Stock Option Award Agreements for all outstanding stock options previously granted to the Corporation's executives, including its named executive officers, and certain other members of the management team, under the Corporation's 2007 and 2017 Stock-Based Compensation Plans, to remove the restriction requiring stock options to be exercised within three years following retirement. Current Stock Option Award Agreements allow for a retired stock option holder to exercise vested options until the earlier of (i) the option expiration date; or (ii) the third anniversary date of retirement. The amendment removes the second clause, which was instituted many years ago and no longer furthers the goals of the Corporation and the Committee. The Committee made the same amendment to the form of the Corporation's Stock Option Award Agreement for future option grants under the 2017 Stock-Based Compensation Plan.

The above description of the amendments to the Stock Option Award Agreements is qualified in its entirety by reference to the amended forms of the 2007 and 2017 Stock-Based Compensation Plan Stock Option Award Agreements filed as Exhibits 10.1 and 10.2 to this Report.


Item 9.01
Financial Statements and Exhibits

(d) Exhibits

Exhibit No.
Description
 
 
10.1
10.2










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.
                        

 
 
 
HNI CORPORATION
 
 
Date:
March 22, 2018
 
By
/s/ Steven M. Bradford
 
 
 
 
Steven M. Bradford  
Senior Vice President, General Counsel and Secretary








Exhibit 10.1
HNI Corporation 2007 Stock-Based Compensation Plan:
Stock Option Award Agreement

Congratulations on your selection as a Participant who will receive an option grant under the HNI Corporation 2007 Stock-Based Compensation Plan. This Award Agreement (this “Agreement”) provides a brief summary of your rights under the Plan. Capitalized terms found but not defined in this Agreement are defined in the Plan.

The Plan provides complete details of all of your rights under the Plan and this Agreement, as well as all of the conditions and limitations affecting your rights. If there is any inconsistency between the terms of this Agreement and the terms of the Plan, the Plan's terms shall completely supersede and replace the conflicting terms of this Agreement.

The option granted to you under this Agreement is a non-statutory stock option.

Overview of Your Stock Option

1.
Number of Shares Granted under this Option:
2.
Date of Grant:
3.
Exercise Price:
4.
Vesting of Options: Subject to the terms of Section 8 below, 100% or any portion of the Shares covered by this option may be purchased on or after _______________.
5.
Method of Exercise and Payment : Participant may exercise this option by contacting Fidelity Stock Plan Services, selecting the exercise method and authorizing the exercise.
6.
Expiration Date of Option:

7.
Non-Transferability of Options:







(a)
As explained in the next paragraph, during your lifetime the options shall be exercised only by you. No assignment or transfer of options, whether voluntary or involuntary, by operation of law or otherwise, can be made except by will or the laws of descent and distribution or pursuant to beneficiary designation procedures approved by the Corporation.
(b)
Notwithstanding the preceding paragraph, you may transfer your option rights to one or more family members (as such term is used in the Plan) or to one or more trusts established solely for the benefit of one or more family members or to one or more partnerships in which the only partners are family members; provided, however, that (i) no such transfer shall be effective unless you deliver reasonable prior notice thereof to the Corporation and such transfer is thereafter effected subject to the specific authorization of, and in accordance with any terms and conditions that shall have been made applicable thereto by, the Committee or the Board, (ii) any such transferee shall be subject to the same terms and conditions hereunder as you are and (iii) such transfer cannot be made for value.
8.
Termination of Employment:

(a)
By Death or Disability: Shares which are vested as of the date of death or disability (as such term is used in the Plan) may be purchased until the earlier of: (i) the expiration date of this option; or (ii) the second anniversary of the date of death or disability. Shares which are not vested as of the date of death or disability shall become immediately vested 100 percent, provided you are employed by the Corporation on the date of death or disability.

(b)
By Retirement: Shares which are vested as of the date of retirement at 65 or after age 55 with ten (10) years of service, including shares that become vested upon such retirement, may be purchased until the expiration date of this option. Shares which are not vested as of the date of retirement at age 65 or after age 55 with ten (10) years of service shall immediately become vested 100 percent.

(c)
For other reasons: Shares which are vested as of the date of termination of employment may be purchased until the earlier of: (i) the expiration date of this option; or (ii) the end of the one hundred eightieth (180 th ) day following the date of termination of employment (except in the case of termination for cause, in which case, no additional exercise period shall be permitted beyond the date of termination). Shares which are not vested as of the date of employment






termination shall immediately terminate, and shall be forfeited to the Corporation.
9.
Change in Control: In the event of a Change in Control, all Shares under this option shall become immediately vested 100 percent, and shall remain exercisable for their entire term.

Please acknowledge your agreement to participate in the Plan and this Agreement, and to abide by all of the governing terms and provisions, by providing your digital signature on the Agreement to Participate. Please print a copy of the Agreement to Participate for your files.

Refer any questions you may have regarding your stock options or exercising stock options to the Vice President, Member Relations.

Once again, congratulations on the receipt of your stock option award.

Sincerely,

[Name, Title]
HNI Corporation


HNI Corporation 2007 Stock-Based Compensation Plan:
Stock Option Award
Agreement to Participate

By signing this Agreement, I acknowledge that I have read this Agreement and the Plan, and that I fully understand all of my rights thereunder, as well as all of the terms and conditions which may limit my eligibility to exercise this option.

            
Participant Name                    Date    








Exhibit 10.2
HNI Corporation 2017 Stock-Based Compensation Plan:
Stock Option Award Agreement

Congratulations on your selection as a Participant who will receive an option grant under the HNI Corporation 2017 Stock-Based Compensation Plan. This Award Agreement (this “Agreement”) provides a brief summary of your rights under the Plan. Capitalized terms found but not defined in this Agreement are defined in the Plan.

The Plan provides complete details of all of your rights under the Plan and this Agreement, as well as all of the conditions and limitations affecting your rights. If there is any inconsistency between the terms of this Agreement and the terms of the Plan, the Plan's terms shall completely supersede and replace the conflicting terms of this Agreement.

The option granted to you under this Agreement is a non-statutory stock option.

Overview of Your Stock Option

1.
Number of Shares Granted under this Option:
2.
Date of Grant:
3.
Exercise Price:
4.
Vesting of Options: Subject to the terms of Section 8 below, 100% or any portion of the Shares covered by this option may be purchased on or after _______________.
5.
Method of Exercise and Payment : Participant may exercise this option by contacting Fidelity Stock Plan Services, selecting the exercise method and authorizing the exercise.
6.
Expiration Date of Option:

7.
Non-Transferability of Options:







(a)
As explained in the next paragraph, during your lifetime the options shall be exercised only by you. No assignment or transfer of options, whether voluntary or involuntary, by operation of law or otherwise, can be made except by will or the laws of descent and distribution or pursuant to beneficiary designation procedures approved by the Corporation.
(b)
Notwithstanding the preceding paragraph, you may transfer your option rights to one or more family members (as such term is used in the Plan) or to one or more trusts established solely for the benefit of one or more family members or to one or more partnerships in which the only partners are family members; provided, however, that (i) no such transfer shall be effective unless you deliver reasonable prior notice thereof to the Corporation and such transfer is thereafter effected subject to the specific authorization of, and in accordance with any terms and conditions that shall have been made applicable thereto by, the Committee or the Board, (ii) any such transferee shall be subject to the same terms and conditions hereunder as you are and (iii) such transfer cannot be made for value.
8.
Termination of Employment:

(a)
By Death or Disability: Shares which are vested as of the date of death or disability (as such term is used in the Plan) may be purchased until the earlier of: (i) the expiration date of this option; or (ii) the second anniversary of the date of death or disability. Shares which are not vested as of the date of death or disability shall become immediately vested 100 percent, provided you are employed by the Corporation on the date of death or disability.

(b)
By Retirement: Shares which are vested as of the date of retirement at 65 or after age 55 with ten (10) years of service, including shares that become vested upon such retirement, may be purchased until the expiration date of this option. Shares which are not vested as of the date of retirement at age 65 or after age 55 with ten (10) years of service shall immediately become vested 100 percent.

(c)
For other reasons: Shares which are vested as of the date of termination of employment may be purchased until the earlier of: (i) the expiration date of this option; or (ii) the end of the one hundred eightieth (180 th ) day following the date of termination of employment (except in the case of termination for cause, in which case, no additional exercise period shall be permitted beyond the date of termination). Shares which are not vested as of the date of employment






termination shall immediately terminate, and shall be forfeited to the Corporation.
9.
Change in Control: In the event of a Change in Control, all Shares under this option shall become immediately vested 100 percent, and shall remain exercisable for their entire term.

Please acknowledge your agreement to participate in the Plan and this Agreement, and to abide by all of the governing terms and provisions, by providing your digital signature on the Agreement to Participate. Please print a copy of the Agreement to Participate for your files.

Refer any questions you may have regarding your stock options or exercising stock options to the Vice President, Member Relations.

Once again, congratulations on the receipt of your stock option award.

Sincerely,

[Name, Title]
HNI Corporation


HNI Corporation 2017 Stock-Based Compensation Plan:
Stock Option Award
Agreement to Participate

By signing this Agreement, I acknowledge that I have read this Agreement and the Plan, and that I fully understand all of my rights thereunder, as well as all of the terms and conditions which may limit my eligibility to exercise this option.

Participant Name                    Date