r8k1172008.htm
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): November
7, 2008
HNI
Corporation
(Exact
Name of Registrant as Specified in Charter)
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Iowa
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1-14225
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42-0617510
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(State
or Other Jurisdiction
of
Incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification
No.)
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408 East Second Street, P.O.
Box 1109, Muscatine, Iowa 52761-0071
(Address
of Principal Executive Offices, Including Zip Code)
Registrant’s
telephone number, including area code: (563)
272-7400
N/A
(Former
Name or 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 obligations of the registrant under any of the following
provisions (see General Instruction
A.2.):
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
5.03 Amendments to Articles of Incorporation or Bylaws;
Change in Fiscal Year.
Amendment to
Bylaws
On
November 7, 2008, the HNI Corporation (the "Corporation") Board of Directors
approved an amendment to Section 2.16(a)(2)(i) of the Corporation's By-laws,
effective as of November 7, 2008, to change the Corporation's by-law requiring
each director to execute, after each uncontested election or re-election, a
letter offering to resign if such director does not receive a majority of the
votes cast at the next election for which the director is nominated
("Resignation Letter"). The revised by-law eliminates the need for
individual directors to execute multiple Resignation Letters and instead
requires each director to execute a single, standing Resignation Letter at the
time of his or her initial election, which would remain in effect for the
director's entire term of service with the Corporation. For
additional information regarding the Corporation's majority vote by-law for
uncontested director elections, please see pages 13 and 14 of the Corporation's
2007 Proxy Statement on Schedule 14A filed with the Securities and Exchange
Commission (the "SEC") on March 23, 2007, the Corporation's Current Report on
Form 8-K filed with the SEC on March 9, 2007 and the HNI Corporation Corporate
Governance Guidelines located on the Corporation's website at www.hnicorp.com,
under "Corporate Governance – Governance
Guidelines."
The
forgoing description of the amendment to the Corporation's By-laws is qualified
in its entirety by reference to the full text of the Corporation's By-laws, a
copy of which is attached to this Current Report on Form 8-K as Exhibit 3(ii)
and incorporated herein by reference.
Section
9 – Financial Statements and Exhibits
Item
9.01 Financial Statements and Exhibits.
Exhibit
No. Description
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3(ii)
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By-laws
of the Registrant, as amended.
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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.
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HNI
Corporation |
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Date:
November 11, 2008
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By:
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/s/ Steven
M. Bradford |
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Steven
M. Bradford |
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Vice
President, General Counsel and Secretary |
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Exhibit
Index
Exhibit
No. Description
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3(ii)
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By-laws
of the Registrant, as amended.
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