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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):
June 9, 2026
HOOKER FURNISHINGS 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 Furnishings Corporation (the “Company”) held on June 9, 2026, shareholders voted
on the matters described below:
| 1. | The
Company’s shareholders elected each of the following seven 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 | |
| Maria C. Duey | |
| 7,326,188 | | |
| 349,548 | | |
| 1,125,307 | |
| Paulette Garafalo | |
| 7,328,427 | | |
| 347,309 | | |
| 1,125,307 | |
| Christopher L. Henson | |
| 7,571,704 | | |
| 104,032 | | |
| 1,125,307 | |
| Jeremy R. Hoff | |
| 7,534,686 | | |
| 141,050 | | |
| 1,125,307 | |
| Paul A. Huckfeldt | |
| 7,294,264 | | |
| 381,472 | | |
| 1,125,307 | |
| Tonya H. Jackson | |
| 7,328,693 | | |
| 347,043 | | |
| 1,125,307 | |
| Ellen C. Taaffe | |
| 6,856,106 | | |
| 819,630 | | |
| 1,125,307 | |
| 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 January 31, 2027 by the following vote: |
| Votes For | |
Votes Against | |
Abstain | |
Broker Non-votes |
| 8,236,135 | |
499,431 | |
65,477 | |
- |
| 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 |
| 7,517,391 | |
141,144 | |
17,201 | |
1,125,307 |
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 |
| |
|
| Date: June 12, 2026 |
|