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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 31, 2020 (March 30, 2020)
                                   

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 March 30, 2020, Interface, Inc. (the “Company”) entered into an amendment (the “Sixth Amendment”) to the Interface, Inc. Nonqualified Savings Plan II (as previously amended, the “Plan”) that eliminated, effective May 1, 2020, the Company’s matching portion of certain employee contributions pursuant to the Plan.

The foregoing description of the Sixth Amendment is a summary and is qualified in its entirety by reference to the Sixth Amendment, which is filed as Exhibit 10.1 and incorporated herein by reference.

Item 9.01    Financial Statements and Exhibits.

(a) Financial Statements of Businesses Acquired.

None.

(b) Pro Forma Financial Information.

None.

(c) Shell Company Transactions.

None.

(d) Exhibits.

Exhibit No.
Description
Sixth Amendment to Interface, Inc. Nonqualified Savings Plan II
104
The cover page from this Current Report on Form 8-K formatted in Inline XBRL (included as Exhibit 101)

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:  March 31, 2020
 







SIXTH AMENDMENT TO THE
INTERFACE, INC. NONQUALIFIED SAVINGS PLAN II
(as amended and restated effective January 1, 2009)

THIS AMENDMENT to the Interface, Inc. Nonqualified Savings Plan II (the “Plan”) is made by the Administrative Committee of the Plan (the “Administrative Committee”).

WITNESSETH:

WHEREAS, Interface, Inc. (the “Company”) maintains the Plan for the benefit of its eligible key management and highly compensated employees; and

WHEREAS, Section 9.1 of the Plan provides that the Administrative Committee has the right to amend the Plan at any time; and

WHEREAS, due to current economic conditions, the Company desires to amend the Plan to cease matching contributions with respect to compensation and deferrals after May 1, 2020;

NOW, THEREFORE, the Plan is hereby amended as follows, effective as of May 1, 2020:

1.Section 3.3 is amended to read as follows:
3.3    Matching Contributions.
(a)    Amount. The Administrative Committee shall credit to each Participant’s Account, for the Plan Year beginning January 1, 2020, a Matching Contribution equal to the difference between:
(i)    50% multiplied by the lesser of (A) the sum of the maximum amount of deferrals that the Participant could have made to the Savings and Investment Plan with respect to compensation payable from January 1, 2020, through May 1, 2020, inclusive (the “2020 Match Period”), plus the Participant’s deferrals to the Plan for the 2020 Match Period, or (B) 6% of the Participant’s Compensation payable during the 2020 Match Period; and
(ii)    The amount of matching contributions that would have been made to the Participant’s account under the Savings and Investment Plan for the 2020 Match Period, assuming the Participant deferred the maximum amount permitted under the Savings and Investment Plan during the 2020 Match Period.
No further Matching Contributions will be made under the Plan following the 2020 Match Period.
(b)    Time of Crediting. A Participant’s matching contributions for a Plan Year will be credited to his Account as of the earlier of (i) the date a Participant’s employment with the Controlling Company and all other members of the Controlled Group terminates during that Plan Year, or (ii) the first day of the immediately following Plan Year (or such other date or time as the Administrative Committee, in its sole discretion, determines from time-to-time).
2.Except as specified herein, the Plan shall remain in full force and effect.
IN WITNESS WHEREOF, the Administrative Committee has caused its duly authorized member to execute this Amendment on the date written below.

ADMINISTRATIVE COMMITTEE
/s/ David B. Foshee, V.P., Interface, Inc.
March 30, 2020




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