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 11, 2020

 


 

HOOKER FURNITURE CORPORATION

(Exact name of registrant as specified in its charter)

 

Virginia 000-25349 54-0251350

(State or other jurisdiction of

incorporation or organization)

(Commission

File No.)

(I.R.S. Employer
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 Furniture Corporation (the “Company”) held on June 11, 2020, 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:

 

Director

 

For

   

Withheld

   

Non-votes

 

Paul B. Toms, Jr.

    9,665,184       144,917       1,044,848  

W. Christopher Beeler, Jr.

    9,632,081       178,020       1,044,848  

Paulette Garafalo

    9,756,373       53,728       1,044,848  

Tonya H. Jackson

    9,756,180       53,921       1,044,848  

E. Larry Ryder

    9,705,982       104,119       1,044,848  

Ellen C. Taaffe

    9,675,832       134,269       1,044,848  

Henry G. Williamson, Jr. 

    9,665,893       144,208       1,044,848  

 

 

2.

The Company’s shareholders approved the 2020 Amendment and Restatement of the Hooker Furniture Corporation Stock Incentive Plan 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

  9,547,179       201,423       61,499       1,044,848

 

 

3.

The Company’s shareholders ratified the selection of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 31, 2021 by the following vote:

 

Votes For

   

Votes Against

   

Abstain

  10,734,054       102,742       18,153

 

 

4.

The Company’s shareholders approved, on an advisory basis, the executive compensation program for 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

  9,681,038       87,691       41,372       1,044,848

 

 

 

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 FURNITURE CORPORATION

 

 

By:  /s/ Paul A. Huckfeldt                                      

Paul A. Huckfeldt

Chief Financial Officer and

Senior Vice-President - Finance and Accounting

 

Date: June 12, 2020

 

 

 

 

 
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