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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): September 22, 2021
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STEELCASE INC.
(Exact name of registrant as specified in its charter)
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Michigan
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1-13873
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38-0819050
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS employer identification number)
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901 44th Street SE
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Grand Rapids,
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Michigan
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49508
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(Address or principal executive offices)
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(Zip code)
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(616) 247-2710
(Registrant's telephone number, including area code)
None
(Former name, former address and former fiscal year, if changed since last report)
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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))
Securities registered pursuant to section 12(b) of the Act:
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Title of each class
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Trading symbol(s)
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Name of each exchange on which registered
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Class A Common Stock
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SCS
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New York Stock Exchange
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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.
(e) On September 22, 2021, the Compensation Committee of the Board of Directors of Steelcase Inc. (the “Company”) approved the following changes to the compensation of Allan W. Smith, Jr., in connection with his promotion to Senior Vice President, Chief Revenue Officer, which is effective on October 4, 2021: (1) his annual base salary was increased to $500,000, (2) his short-term incentive award target was increased to 80% of his base salary, (3) his long-term incentive award target was increased to 150% of his base salary, and (4) he received an award of 18,500 restricted units which will vest on the third anniversary of the grant date, subject to the conditions of forfeiture set forth in the award agreement. A copy of the letter agreement between Mr. Smith and the Company dated September 22, 2021 is attached as Exhibit 10.1 and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) EXHIBITS.
Exhibit
Number Description
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
SIGNATURE
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.
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By:
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/s/ Robin L. Zondervan
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Robin L. Zondervan
Vice President, Corporate Controller & Chief Accounting Officer
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Date: September 24, 2021
September 22, 2021
Allan W. Smith, Jr.
901 44th St., SE
Grand Rapids, MI 49508
Dear Allan,
I am pleased to offer you the position of Senior Vice President, Chief Revenue Officer effective October 4, 2021, reporting to me. This letter is to confirm, in writing, the principal elements of your compensation package in this role.
Annual Base Salary
–Your annual base salary will increase to $500,000 ($19,230.77 bi-weekly).
Performance Review
–A review of your performance will be completed annually at or around the close of each fiscal year.
Bonus Program
–As a participant in the Steelcase Inc. Management Incentive Plan (MIP), your annual target will increase to 80%.
–Bonus payments are made annually, after the close of the fiscal year.
Long-Term Compensation (LTI)
–You will continue to participate in the long-term incentive program, currently consisting of performance stock units (PSUs) and restricted stock units (RSUs).
–Your LTI target will increase to 150% of your annual base salary.
–Awards are made annually at the discretion of the Compensation Committee and the next award is expected to be in April 2022.
Stock Ownership Guidelines
–You will have an ownership guideline of three times your base salary.
–You will need to satisfy this guideline by fiscal yearend 2027 which is five fiscal years from your first anticipated annual award.
Executive Severance Plan
–You will continue to participate in the plan as a “Level 2 Employee.”
Special One-time Award of Restricted Stock Units (RSUs)
–The Compensation Committee has approved an award to you of 18,500 RSUs with a grant date of September 22, 2021, the standard award terms and three-year cliff vesting.
Please note that your compensation is subject to review and approval by the Compensation Committee and is subject to the terms of the applicable plans, programs and award agreements.
Nothing in this letter is intended to alter the at-will nature of our employment relationship.
Allan, I look forward to working with you in your new role. Please let me know if you have any questions.
Sincerely,
/s/ Sara E. Armbruster
Sara E. Armbruster
Executive Vice President
Steelcase Inc.
I accept and agree to the terms offered in this letter.
/s/ Allan W. Smith, Jr. September 22, 2021
Allan W. Smith, Jr. Date