HNI Corporation: Change in Control Employment Agreement and Shareholder Meeting Results

On May 18, 2026, HNI Corporation entered into a new Change in Control Employment Agreement (CIC Agreement) with Vincent P. Berger II, effective June 1, 2026. This agreement replaces the prior one expiring on the same date and is substantially similar, designed to ensure executive management continuity during a potential change in control. Under the new agreement, Mr. Berger is eligible for severance benefits in the event of a "double trigger" (change in control combined with termination of employment). Benefits include a lump-sum payment of twice his annual salary and average incentive compensation from the prior two years, continued medical, dental, and life insurance benefits, and disability benefits. Mr. Berger is also subject to confidentiality and non-competition clauses for one year post-termination. The agreement defines "change in control" through various scenarios including significant stock ownership by a third party, changes in the Board composition, business combinations, or liquidation. "Cause" for termination is defined as acts of dishonesty or willful violations causing material injury, while "good reason" includes adverse changes in position, failure to comply with the agreement, relocation, or unpermitted termination. The agreement does not include excise tax gross-ups. The CIC Agreement has a ten-year term. Additionally, the filing reports results from HNI Corporation's annual shareholder meeting on May 20, 2026. Shareholders elected John R. Hartnett, Larry B. Porcellato, and Dhanusha Sivajee to the Board of Directors. They also ratified KPMG LLP as the independent registered public accounting firm for Fiscal Year 2026 and approved, on an advisory basis, the compensation of named executive officers.