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): January 13, 2015

______________________

STEELCASE INC.
(Exact name of registrant as specified in its charter)
 
Michigan
1-13873
38-0819050
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS employer identification number)
 
 
 
901 44th Street SE
 
 
Grand Rapids, Michigan
 
49508
(Address or principal executive offices)
 
(Zip code)
 
 
 
Registrant's telephone number, including area code: (616) 247-2710
 
 
 
None
(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. 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 CRF 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))








Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

(e)    On January 13, 2015, the Compensation Committee of the Board of Directors of Steelcase Inc. (the “Company’) approved amendments to the Company’s Executive Supplemental Retirement Plan and Restoration Retirement Plan, which are effective as of March 1, 2015. Copies of the amendments are filed as Exhibits 10.1 and 10.2 hereto and incorporated herein by reference. The material changes to the plans implemented by the amendments are described below.

Executive Supplemental Retirement Plan :

•
Employees cannot become participants in the plan after February 28, 2015.

•
The earnings used to determine the amount of payments to be made to participants under the plan following retirement, death or total disability will be based on the participant’s base salary over the last three years prior to the later of January 1, 2016 or the last day of the calendar year in which the participant becomes fully vested under the plan. Prior to the amendment, such earnings were based on the participant’s base salary over the last three years prior to retirement, death or total disability.

•
If a participant dies after benefit payments begin under the plan, the participant’s benefits may pass to a designated beneficiary regardless of whether the participant has a surviving spouse. Prior to the amendment, if a participant died after benefit payments began under the plan, the participant’s benefits could only pass to a designated beneficiary if there was a surviving spouse and would continue only as long as the surviving spouse was living; the benefits were forfeited if a participant died without a surviving spouse.

Restoration Retirement Plan :

•
The amount of compensation eligible for contributions under the plan is all compensation in excess of the annual compensation limit for qualified retirement plans under Internal Revenue Code Section 401(a)(17). Prior to the amendment, eligible compensation under the plan was limited to two times the Section 401(a)(17) limit.

•
Contributions will be made to participant’s accounts under the plan based on the participant’s eligible compensation using the same rate of contribution by the Company to the participant’s account in the Company’s Retirement Plan, including discretionary contributions, non-discretionary contributions, qualified non-elective contributions and matching contributions. Prior to the amendment, contributions were based only on the rate of discretionary and non-discretionary contributions.

•
The Compensation Committee may approve a one-time credit to the accounts of certain participants under the plan on March 2, 2015. No such credits have been approved for any of the Named Executive Officers reported in the Company’s 2014 proxy statement.


Item 9.01 Financial Statements and Exhibits.

(d) EXHIBITS.

Exhibit
Number
Description
10.1
2015-1 Amendment to the Steelcase Inc. Executive Supplemental Retirement Plan
10.2
2015-1 Amendment to the Steelcase Inc. Restoration Retirement Plan





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, thereunto duly authorized.
STEELCASE INC.
 


By: 
/s/ Mark T. Mossing
 
Mark T. Mossing
Corporate Controller and
Chief Accounting Officer
(Duly Authorized Officer and
Principal Financial Officer)
Date: January 16, 2015








































EXHIBIT INDEX

Exhibit
Number
Description
10.1
2015-1 Amendment to the Steelcase Inc. Executive Supplemental Retirement Plan
10.2
2015-1 Amendment to the Steelcase Inc. Restoration Retirement Plan






EXHIBIT 10.1

2015-1 AMENDMENT
TO THE
STEECASE INC.
EXECUTIVE SUPPLEMENTAL RETIREMENT PLAN
(Restated effective as of March 27, 2003)
__________________________
This 2015-1 Amendment to the STEELCASE INC. EXECUTIVE SUPPLEMENTAL RETIREMENT PLAN (the “Plan”) is adopted by Steelcase Inc. (the “Company”). The amendment is effective as of March 1, 2015 .

Pursuant to Section 7.1 of the Plan, the Company amends the Plan as follows.

A.

Section 2.2 is deleted and replaced with the following:

2.2      “Beneficiary” means the individual, trust, or other entity designated by the Participant to receive any amounts payable with respect to the Participant under the Plan after the Participant’s death. A Participant may designate or change a Beneficiary by filing a signed designation with the Committee in a form approved by the Committee. A Participant’s will is not effective for this purpose. If the Participant has not designated a Beneficiary or none so designated survive, the Beneficiary will be the Participant’s surviving Spouse, if any; otherwise the Participant’s children, including those by adoption, dividing the distribution equally among the Participant’s children, with the living issue of any deceased child taking their parent’s share by right of representation; if none, the Participant’s parents, in equal shares; if none, the Participant’s living brothers and sisters in equal shares; if none the Participant’s estate, if under active administration, and if not, the Participant’s heirs under the laws of Intestacy of the State of Michigan. Notwithstanding the above, if the Participant designates his or her Spouse as a Beneficiary, and the Participant later divorces that Spouse, the Participant’s designation of his or her Spouse as Beneficiary shall be null and void, and the portion of the Participant’s benefits that would, but for this provision, be payable to the Participant’s Spouse will be payable instead as designated in the Participant’s designation of Beneficiary as if the Spouse had predeceased the Participant.
B.

Section 2.11 is deleted and replaced in its entirety with the following:

2.11      “ Final Average Earnings ” means the average of the Participant’s base salary for the last three consecutive full calendar years of employment prior to his or her retirement or death. A Participant’s Final Average Earnings shall not include the Participant’s base salary for any calendar year beginning on or after the later of January 1, 2016 or the last day of the calendar year in which the Participant’s vested percentage becomes 100%. Base salary includes the gross amount payable to the Participant prior to any elective salary deferrals. If base salary is paid in any currency other than U.S. Dollars, the base salary shall be converted into an equivalent amount in U.S. Dollars on the basis of any reasonable method as may be determined by the Committee in its sole discretion.




C.
Section 2.18 is deleted and replaced in its entirety as follows:

2.18      “Spouse” means the person to whom the Participant is legally married. The determination of whether a person is a Spouse shall be made under the rules in Revenue Ruling 2013-17. These rules generally provide that a Spouse is anyone who marries the Participant in a state or other jurisdiction that recognizes the marriage (same-sex or opposite-sex), regardless of the Participant’s state of residence. If the Participant and Spouse die under circumstances that make the order of their deaths uncertain, it shall be presumed for purposes of this Plan that the Participant survived the Spouse.
D.
Section 4.1 is amended by the addition of the following:

Notwithstanding the preceding provision of this Section 4.1, no Employee shall become a Participant after February 28, 2015.
E.
Section 6.2(d) is amended to read as follows:

(d)
Death . In the event of a Participant’s death before benefit payments commence under the Plan, benefit payments will be made to the Participant’s Beneficiary, commencing on the Payment Date following the date of the Participant’s death. If a Participant dies after benefit payments begin under the Plan, remaining benefit payments will continue to be made at the times and in the amounts in effect at the Participant’s death to the Participant’s Beneficiary.
F.
Paragraph (c) of Section 6.3 (pertaining to forfeiture of benefits if the Participant dies with no Surviving Spouse) is deleted, and paragraph (d) of Section 6.3 is re-designated as paragraph (c).
G.
Section 7.1 is deleted and replaced in its entirety as follows:

7.1      Amendment . This Plan may be amended in any manner at any time by either the Compensation Committee or the Board of Directors of Steelcase Inc. An amendment changing the amount of benefits shall comply with the following:

(a)
In the event that the Plan is amended to decrease the amount of benefit payments, the decrease shall not apply to any Participant who, prior to the amendment’s effective date, is retired under the Normal Retirement, Early Retirement or Total Disability provisions of the Plan, or to any Beneficiary of a Participant who died prior to the amendment, and who is receiving benefit payments or is entitled to future benefit payments under the Plan. Except as otherwise provided in an amendment to the Plan, benefit reductions shall apply to all Participants remaining employed by the Company as of the amendment’s effective date.




(b)
In the event the Plan is amended to increase the amount of benefit payments, the increase, unless otherwise provided in the amendment, shall apply both to Participants employed on and after the amendment’s effective date and to any Participant who, prior to the amendment’s effective date, is retired under the Normal Retirement, Early Retirement or Total Disability provisions of the Plan, or to any Beneficiary of a Participant who died prior to the amendment, and who is receiving benefit payments or is entitled to future benefit payments under the Plan as of the amendment’s effective date; provided, however, that any benefit increase shall be applied proportionately to reduced annual benefit payments that remain payable to a Participant, or his or her Beneficiary.
H.
In all other respects, the Plan is unchanged.

Signature
The Company executes this 2015-1 Amendment to the Steelcase Inc. Executive Supplemental Retirement Plan on the date stated below.
    
 
STEELCASE INC.
 
 
Dated: January 14, 2015
 /s/ Lizbeth S. O’Shaughnessy
 
Signature
 
 
 
Lizbeth S. O’Shaughnessy
 
Senior Vice President, Chief Administrative
 
Officer, General Counsel and Secretary










EXHIBIT 10.2

2015-1 AMENDMENT
TO THE
STEELCASE INC.
RESTORATION RETIREMENT PLAN
(Restated effective January 15, 2011)
This 2015-1 Amendment to the STEELCASE INC. RESTORATION RETIREMENT PLAN (the “Plan”) is adopted by Steelcase Inc. (the “Company”). The amendment is effective as of March 1, 2015 .
Pursuant to Section 8.1 of the Plan, the Company amends the Plan as follows:

A.

Section 2.1 is amended as follows:

2.1      Account

“Account” means the bookkeeping account set up by the Company to record amounts contributed under Section 6.1. Separate subaccounts may be established for Principal Credits made prior to March 1, 2015, as adjusted for gains and losses, Principal Credits made on March 1, 2015, as adjusted for gains and losses and each Principal Credit made after March 1, 2015, as adjusted for gains and losses.
B.
Section 2.12 is amended as follows:

2.12      Eligible Compensation

“Eligible Compensation” means a Participant’s Compensation in excess of the limit described in Internal Revenue Code Section 401(a)(17) during a Plan Year.
C.
Section 2.19 is amended as follows:

2.19      Participant
“Participant” means an Employee who either is a member of the MIP during the Plan Year or who has been selected by the Administrative Committee to participate, who is a Participant in the Steelcase Inc. Retirement Plan and whose Compensation exceeds the compensation limit specified in Internal Revenue Code Section 401(a)(17).
D.
Section 4.1 is amended as follows:




4.1      Participation
Participation in the Plan is limited to Employees designated by the Administrative Committee for participation in the MIP or in the Plan, who are Participants in the Steelcase Inc. Retirement Plan and whose Compensation exceeds the limit in Internal Revenue Code Section 401(a)(17).
E.
Section 5.2 is amended as follows:

5.2      Vested Percentage
Except as provided in Sections 6.1 or 6.3, a Participant’s Vested Percentage shall be determined by the following schedule:
Years of Vested Service
Vested Percentage
Less than 2 years
0%
2 or more years
100%
F.
Sections 6.1(a) and (b) are amended as follows:

6.1      Amount of Benefit
(a) Eligibility For Principal Credit A Participant will be eligible to receive the Principal Credit described in subsection (b) below for a Plan Year if the Participant either is employed by the Company on the last day of the Plan Year or retires during the Plan Year on or after the Participant’s Normal Retirement Age (as defined in the Steelcase Inc. Retirement Plan).

(b) Amount of Principal Credit As of the last day of each Plan Year, the Company shall credit the Account of each eligible Participant with an amount equal to the sum of (1) and (2) below where:

(1) Equals the product of (A) multiplied by (B) below where:

(A) Equals the percentage of compensation (as defined in the Steelcase Inc. Retirement Plan) allocated to the Participant’s discretionary contribution account, nondiscretionary contribution account or qualified non-elective contribution account in the Steelcase Inc. Retirement Plan for that Plan Year; and

(B) Equals the Participant’s Eligible Compensation; and

(2) Equals the product of (A) multiplied by (B) below where:

(A) Equals the largest percentage of Compensation (as defined in the Steelcase Inc. Retirement Plan) allocated to any Participant’s matching contribution account in the Steelcase Inc. Retirement Plan for that Plan Year; and





(B) Equals the Participant’s Eligible Compensation.

The Company may also credit an additional amount, to be determined by the Compensation Committee of the Board, to the Account of any Participant who is also a participant in the Steelcase Inc. Executive Supplemental Retirement Plan (the “SERP”). This one-time credit will occur on March 2, 2015. Notwithstanding the provisions of Section 5.2, the Participant’s vested percentage in the one-time credit made on March 2, 2015 shall be determined by the Compensation Committee of the Board in writing no later than March 2, 2015.
G.
Section 6.2 is amended as follows:

6.2      Payment of Account
(a) During Life

(1)     Timing of Payment The vested portion of the Participant’s Account shall be paid or begin to be paid within 60 days following the end of the Plan Year in which the Participant has a Separation from Service.

(2)     Method of Payment A Participant may elect to have the Participant’s Account, as adjusted for gains and losses, paid in one of the following ways or any combination thereof:
(A)     In one lump sum;

(B)     In annual installments over four years using the declining digits method, but only if the Participant previously elected this payment method for pre-March 1, 2015 credits;

(C) In annual installments over five years using the declining digits method; or

(D) In annual installments over ten years using the declining digits method.

The Participant’s election under this Section shall be filed in writing with the Administrative Committee. The Participant’s election shall be effective if filed with the Administrative Committee by the last day of the Plan Year preceding the first Plan Year for which an amount is credited to the Participant’s Account. If no timely election is made by a Participant, payment shall be made in one lump sum payment.
(3) New Elections Notwithstanding the provisions of subparagraph (1) or (2) above, each Participant with an Account may make one or both of the elections described in subsection (A) or (B) below, provided that the Participant may not make more than one election under each subsection.

(A) Payment Method for Future Credits A Participant may elect in writing to have all Principal Credits made in Plan Years beginning after the Plan




Year in which the election is made, as adjusted for gains and losses under Section 6.1(c), paid in one of the methods described in subparagraph (2) above, other than four year installments as described in (2)(B). This election must be made in accordance with procedures established by the Administrative Committee and will have no impact on the method of payment of amounts credited to the Participant’s Account prior to the first Plan Year beginning after the new election, as adjusted for gains and losses.

(B) Change of Payment Method for Current Account A Participant may change the elected method of payment of all Principal Credits that are and will be credited to the Participant’s Account before the next Plan Year, as adjusted for gains and losses under Section 6.1(c), by delivering a new written election to the Administrative Committee. The election must be made in accordance with procedures established by the Administrative Committee and is permitted only if all of the following requirements are satisfied:

(i) The new election does not take effect for 12 months after the date the election is made;

(ii) The new election must be made at least 12 months before the prior scheduled distribution commencement date;

(iii) The new payment commencement date will be the fifth anniversary of the original distribution commencement date; and

(iv) The new payment method is one of the options set forth in subparagraph (2) above, other than four year installments as described in (2)(B).

For purposes of this Section, a payment is each separately identified amount to which the Participant is entitled under the Plan; provided, that entitlement to a series of installment payments is treated as the entitlement to a single payment.
(b)     Death In the event of the death of a Participant before payment of all benefits due, the vested amount remaining in the Participant’s Account will be paid to the Participant’s Beneficiary in the method and over the time period elected by the Participant in subparagraph (a) above. If payment had not commenced at the time of the Participant’s death, payment shall be made or begin to be made within 60 days of the Participant’s death.

(c)     Key Employees Notwithstanding the preceding provisions of this Section 6.2, no payment shall be made from a Key Employee’s Account for at least six months after such Key Employee’s Separation from Service, unless the Participant dies prior to the end of the six-month period.

H.

In all other respects, the Plan is unchanged.




Signature
The Company signs this 2015-1 Amendment to the Steelcase Inc. Restoration Retirement Plan on the date stated below.

 
STEELCASE INC.
 
 
Dated: January 14, 2015
 /s/ Lizbeth S. O’Shaughnessy
 
Signature
 
 
 
Lizbeth S. O’Shaughnessy
 
Senior Vice President, Chief Administrative
 
Officer, General Counsel and Secretary