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): June 3, 2025

 

 

HOOKER FURNISHINGS CORPORATION
(Exact name of registrant as specified in its charter)

 

Virginia		000-25349		54-0251350
(State or other jurisdiction of		(Commission File No.)		(I.R.S. Employer
incorporation or organization)				Identification No.)

 

440 East Commonwealth Boulevard, Martinsville, Virginia		24112		(276) 632-2133
(Address of principal executive offices)		(Zip Code)		(Registrant’s telephone number, including area code)

 

 

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))

 

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, no par value		HOFT		NASDAQ Global Select Market

 

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 5.07. Submission of Matters to a Vote of Security Holders.

 

At the Annual Meeting of Shareholders of Hooker Furnishings Corporation (the “Company”) held on June 3, 2025, shareholders voted on the matters described below:

 

1.

The Company’s shareholders elected each of the following eight directors to serve a one-year term on the Company’s Board of Directors by the following vote:

 

		Votes				Votes				Broker
Director		For				Withheld				Non-votes
W. Christopher Beeler, Jr.			7,218,976				1,233,519				927,972
Maria C. Duey			8,220,148				232,347				927,972
Paulette Garafalo			7,859,697				592,798				927,972
Christopher L. Henson			8,280,110				172,385				927,972
Jeremy R. Hoff			8,264,381				188,114				927,972
Paul A. Huckfeldt			8,207,496				244,999				927,972
Tonya H. Jackson			7,831,918				620,577				927,972
Ellen C. Taaffe			7,861,990				590,505				927,972

 

2.

The Company’s shareholders ratified the selection of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending February 1, 2026 by the following vote:

 

Votes For		Votes Against		Abstain		Broker Non-votes
9,113,838		260,546		6,082		-

 

3.

The Company’s shareholders approved, on an advisory basis, the compensation of its named executive officers as disclosed in the Company’s Proxy Statement for the Annual Meeting. The proposal was approved by the following vote:

 

Votes For		Votes Against		Abstain		Broker Non-votes
7,708,036		727,837		16,622		927,972

 

 

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.

 

	HOOKER FURNISHINGS CORPORATION
	By:	/s/ C. Earl Armstrong III
		C. Earl Armstrong III
		Chief Financial Officer and
		Senior Vice-President – Finance and Accounting

 

Date: June 9, 2025

 

 

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