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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): October 3, 2024 (September 27, 2024)

Commission File Number: 1-14225

HNI Corporation
Iowa 42-0617510
(State of incorporation) (IRS Employer Identification No.)
600 East Second Street
P. O. Box 1109
Muscatine, Iowa 52761-0071
(563) 272-7400

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))
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 HNI New York Stock Exchange
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.
    
On September 27, 2024, Marshall H. Bridges notified HNI Corporation (the “Corporation” or “HNI”) of his decision to retire as Senior Vice President (“SVP”) and Chief Financial Officer (“CFO”), effective December 28, 2024. In his current capacity, Mr. Bridges has served as the Corporation’s principal financial officer.

On October 1, 2024, the Board of Directors appointed Vincent Paul (VP) Berger II as Executive Vice President (“EVP”) and CFO, effective December 29, 2024, to succeed Mr. Bridges as the Corporation’s principal financial officer. Mr. Berger, age 52, is a 27-year HNI member, serving, since 2016 as EVP and President of Hearth and Home Technologies LLC, the Corporation’s Residential Building Products segment. Mr. Berger is a certified public accountant and an experienced business executive with more than 30 years of experience in various finance, operational and leadership roles.

Effective October 13, 2024, Mr. Berger will receive a base salary at an annual rate of $575,500. Mr. Berger will participate in the Corporation’s executive annual incentive plan, long-term incentive plan, profit-sharing retirement plan, health and welfare programs, and other benefits programs described in the Corporation’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on March 19, 2024.

There is no arrangement or understanding between Mr. Berger and any other person pursuant to which he was appointed as EVP and CFO, and there are no transactions with respect to related persons involving Mr. Berger.

The press release announcing Mr. Bridges’s retirement from his position as SVP and CFO and Mr. Berger’s appointment as EVP and CFO is filed as Exhibit 99.1 to this report and incorporated by reference into this Item 5.02.

Item 9.01          Financial Statements and Exhibits.

(d) Exhibits

Exhibit No. Description
   
99.1
104 Cover Page Interactive Data File

* * *









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: October 3, 2024   By: /s/ Steven M. Bradford
        Steven M. Bradford
Senior Vice President, General Counsel, and Secretary

EX-99.1 2 hni-ex99110032024.htm EX-99.1 Document

hni_logoa.jpg    HNI Corporation 600 East Second Street, Muscatine, Iowa 52761, Tel 563 272 7400, Fax 563 272 7347, hnicorp.com


News Release

For Information, Contact:
Matthew S. McCall, Vice President, Investor Relations, and Corporate Development (563 275 8898)

HNI CORPORATION APPOINTS NEW CHIEF FINANCIAL OFFICER

MUSCATINE, Iowa -- (October 3, 2024) -- HNI Corporation (NYSE: HNI) announced today Marshall H. Bridges notified the Corporation on September 27, 2024, of his decision to retire as Senior Vice President and Chief Financial Officer (CFO), effective December 28, 2024.

On October 1, 2024, the Board of Directors appointed Vincent Paul (VP) Berger II as Executive Vice President (EVP) and CFO, effective December 29, 2024. Mr. Berger, age 52, is a 27-year HNI member, serving as EVP and President of Hearth and Home Technologies since 2016. Mr. Berger is a certified public accountant and an experienced business executive with more than 30 years of experience in various finance, operational, and leadership roles.

Following his retirement from full-time employment, Mr. Bridges will continue in a part-time role assisting the Corporation with strategic projects focused in the area of artificial intelligence.

“On behalf of the Board of Directors and the HNI team, I want to thank Marshall for his many contributions to the Corporation over the last 23 years,” said Jeff Lorenger, Chairman, President, and Chief Executive Officer. “Marshall has played an instrumental role in our success.”

“It gives me great confidence to know that VP, a long-time HNI colleague and seasoned senior leader, is stepping into this role,” said Mr. Lorenger. “Not only does he have a comprehensive understanding of the residential building products segment and deep knowledge of our business, he also is passionate about our people and culture. We are fortunate that with VP our CFO transition will be seamless.”

About HNI Corporation
HNI Corporation (NYSE: HNI) has been improving where people live, work, and gather for more than 75 years. HNI is a manufacturer of workplace furnishings and residential building products, operating under two segments. The Workplace Furnishings segment is a leading global designer and provider of commercial furnishings, going to market under multiple unique brands.


The Residential Building Products segment is the nation's leading manufacturer and marketer of hearth products, which include a full array of gas, electric, wood, and pellet-burning fireplaces, inserts, stoves, facings, and accessories. More information can be found on the Corporation's website at www.hnicorp.com.