Steelcase (NYSE: SCS) holders back HNI acquisition as pay proposal fails

Rhea-AI Filing Summary

Steelcase Inc. shareholders approved the company’s previously announced merger with HNI Corporation at a special meeting on December 5, 2025. Of 114,842,079 Class A shares outstanding as of the record date, 80,726,141 shares (about 70.29%) were represented, establishing a quorum.

The merger proposal received strong support, with 80,318,584 votes for, 322,050 against, and 85,507 abstentions, clearing the required approval threshold. A separate, non-binding advisory vote on compensation tied to the transaction did not pass, drawing 38,128,267 votes for, 41,262,043 against, and 1,335,831 abstentions.

Steelcase and HNI announced that all required shareholder approvals for HNI’s acquisition of Steelcase have now been obtained and that the transaction is expected to close on December 10, 2025, subject to the satisfaction or waiver of customary closing conditions.

Positive

• Shareholders approved the merger with HNI Corporation, clearing a major condition for Steelcase’s acquisition and enabling the transaction to proceed toward an expected December 10, 2025 closing.

Negative

• None.

Insights

M&A and corporate governance analyst

Steelcase holders cleared HNI’s acquisition, while rejecting deal-related pay.

Steelcase shareholders have now formally approved the merger with HNI Corporation, removing a key closing condition for the transaction. Turnout was high, with 80,726,141 votes cast out of 114,842,079 shares outstanding as of the record date, and support for the merger was overwhelming at 80,318,584 votes in favor versus 322,050 against.

The non-binding advisory vote on compensation tied to the merger failed, with 41,262,043 votes against versus 38,128,267 in favor. This outcome does not block the deal but signals shareholder discomfort with elements of the executive pay packages linked to the transaction. Because the vote is advisory, the merger can still proceed under the agreed terms.

HNI and Steelcase disclosed that all required shareholder approvals are now in place and that closing is expected on December 10, 2025, subject to customary conditions. The key remaining variables relate to those closing conditions and post-closing integration, while governance considerations may influence how future compensation structures are designed within the combined company.

STEELCASE INC false 0001050825 0001050825 2025-12-05 2025-12-05

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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): December 5, 2025

STEELCASE INC.

(Exact name of registrant as specified in its charter)

Michigan		1-13873		38-0819050
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)
901 44th Street SE Grand Rapids, Michigan				49508
(Address of principal executive offices)				(Zip Code)

Registrant’s telephone number, including area code: (616) 247-2710

(Former name, former address and former fiscal year, if changed since last report.)

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
Class A Common Stock		SCS		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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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.

On December 5, 2025, Steelcase Inc., a Michigan corporation (“Steelcase”), held a special meeting of its shareholders (the “Special Meeting”) to consider and vote on (1) a proposal (the “Steelcase merger proposal”) to (a) adopt the Agreement and Plan of Merger (the “Merger Agreement”), dated as of August 3, 2025, by and among HNI Corporation, an Iowa corporation (“HNI”), Steelcase, Geranium Merger Sub I, Inc., a Michigan corporation and a wholly owned subsidiary of HNI (“Merger Sub Inc.”), and Geranium Merger Sub II, LLC, a Michigan limited liability company and a wholly owned subsidiary of HNI (“Merger Sub LLC”), providing for, among other things, on the terms and subject to the conditions therein, the merger of Merger Sub Inc. with and into Steelcase (the “First Merger”), with Steelcase continuing as the surviving corporation of the First Merger and a wholly owned subsidiary of HNI, and, immediately after the First Merger, the merger of Steelcase with and into Merger Sub LLC (the “Second Merger” and, together with the First Merger, the “Mergers”), with Merger Sub LLC continuing as the surviving entity of the Second Merger and a direct wholly owned subsidiary of HNI, and (b) approve the First Merger and (2) a proposal (the “Steelcase compensation proposal”) to approve, on a non-binding, advisory basis, the compensation that may be paid or become payable to Steelcase’s named executive officers that is based on or otherwise relates to the Mergers.

As of the close of business on October 14, 2025, the record date for determination of the shareholders entitled to notice of, and to vote at, the Special Meeting, there were 114,842,079 shares of class A common stock, no par value, of Steelcase (“Steelcase Common Stock”) issued and outstanding, each of which was entitled to one vote on all matters properly submitted to holders of Steelcase Common Stock at the Special Meeting. A total of 80,726,141 shares of Steelcase Common Stock, representing approximately 70.29% of the issued and outstanding shares of Steelcase Common Stock entitled to vote at the Special Meeting, were present in person or by proxy at the Special Meeting, constituting a quorum to conduct business.

At the Special Meeting, the Steelcase merger proposal was approved by the requisite vote of Steelcase shareholders. The Steelcase compensation proposal was not approved, on an non-binding, advisory basis, by the requisite vote of Steelcase shareholders. The final voting results for the Steelcase merger proposal and the Steelcase compensation proposal are as follows:

1. The Steelcase merger proposal:

For		Against		Abstain		Broker Non-Votes
80,318,584		322,050		85,507		0

2. The Steelcase compensation proposal:

For		Against		Abstain		Broker Non-Votes
38,128,267		41,262,043		1,335,831		0

For more information on the Steelcase merger proposal and the Steelcase compensation proposal, see the definitive proxy statement filed by Steelcase with the U.S. Securities and Exchange Commission (the “SEC”) on November 5, 2025.

Item 7.01 Regulation FD Disclosure.

On December 5, 2025, HNI and Steelcase issued a joint press release announcing that the shareholder approvals required in connection with HNI’s proposed acquisition of Steelcase (the “Transaction”) have been obtained and that the Transaction is expected to close on December 10, 2025, subject to the satisfaction or waiver of customary closing conditions. A copy of the joint press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

The information furnished pursuant to this Item 7.01 to this Current Report on Form 8-K (including the exhibit hereto) shall not be considered “filed” under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be incorporated by reference into future filings by the Steelcase under the Securities Act of 1933, as amended (the “Securities Act”), or under the Exchange Act, unless Steelcase expressly sets forth in such future filing that such information is to be considered “filed” or incorporated by reference therein.

Forward-Looking Statements

This report contains forward-looking statements within the meaning of Section 21E of the Exchange Act and Section 27A of the Securities Act, which involve risks and uncertainties. Any statements about HNI’s, Steelcase’s or the combined company’s plans, objectives, expectations, strategies, beliefs, or future performance or events and any other statements to the extent they are not statements of historical fact are forward-looking statements. Words, phrases or expressions such as “anticipate,” “believe,” “could,” “confident,” “continue,” “estimate,” “expect,” “forecast,” “hope,” “intend,” “likely,” “may,” “might,” “objective,” “plan,” “possible,” “potential,” “predict,” “project,” “target,” “trend” and similar words, phrases or expressions are intended to identify forward looking statements but are not the exclusive means of identifying such statements. Forward-looking statements are based on information available and assumptions made at the time the statements are made. Forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those expressed in or implied by the forward-looking statements.

The following factors, among others, relating to the Transaction could cause actual results to differ materially from those expressed in or implied by forward-looking statements: the occurrence of any event, change, or other circumstance that could give rise to the right of one or both of the parties to terminate the Merger Agreement; the outcome of any legal proceedings that may be instituted against HNI or Steelcase; the possibility that the Transaction does not close when expected or at all because conditions to closing are not satisfied on a timely basis or at all; the risk that the benefits from the Transaction may not be fully realized or may take longer to realize than expected, including as a result of changes in, or problems arising from, general economic and market conditions, interest and exchange rates, monetary policy, trade policy (including tariff levels), laws and regulations and their enforcement, and the degree of competition in the geographic and business areas in which HNI and Steelcase operate; any failure to promptly and effectively integrate the businesses of HNI and Steelcase; the possibility that the Transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events; reputational risk and potential adverse reactions of HNI’s or Steelcase’s customers, employees or other business partners, including those resulting from the announcement, pendency or completion of the Transaction; the dilution caused by HNI’s issuance of additional shares of its capital stock in connection with the Transaction; and the diversion of management’s attention and time to the Transaction from ongoing business operations and opportunities.

Additional important factors relating to Steelcase that could cause actual results to differ materially from those in forward-looking statements include, but are not limited to, competitive and general economic conditions domestically and internationally; acts of terrorism, war, governmental action, natural disasters, pandemics and other Force Majeure events; cyberattacks; changes in the legal and regulatory environment; changes in raw material, commodity and other input costs; currency fluctuations; changes in customer demand; and the other risks and contingencies detailed in Steelcase’s most recent Annual Report on Form 10-K and its other filings with the SEC.

Additional important factors relating to HNI that could cause actual results to differ materially from those in forward-looking statements include, but are not limited to, HNI’s ultimate realization of the anticipated benefits of the acquisition of Steelcase; disruptions in the global supply chain; the effects of prolonged periods of inflation and rising interest rates; labor shortages; the levels of office furniture needs and housing starts; overall demand for HNI’s products; general economic and market conditions in the United States and internationally; industry and competitive conditions; the consolidation and concentration of HNI’s customers; HNI’s reliance on its network of independent dealers; change in trade policy, including with respect to tariff levels; changes in raw material, component, or commodity pricing; market acceptance and demand for HNI’s new products; changing legal, regulatory, environmental, and healthcare conditions; the risks associated with international operations; the potential impact of

product defects; the various restrictions on HNI’s financing activities; an inability to protect HNI’s intellectual property; cybersecurity threats, including those posed by potential ransomware attacks; impacts of tax legislation; and force majeure events outside HNI’s control, including those that may result from the effects of climate change, a description of which risks and uncertainties and additional risks and uncertainties can be found in HNI’s most recent Annual Report on Form 10-K and its other filings with the SEC.

These factors are not necessarily all of the factors that could cause HNI’s, Steelcase’s or the combined company’s actual results, performance, or achievements to differ materially from those expressed in or implied by any forward-looking statements. Other unknown or unpredictable factors also could harm HNI’s, Steelcase’s or the combined company’s results.

All forward-looking statements attributable to HNI, Steelcase, or the combined company, or persons acting on HNI’s or Steelcase’s behalf, are expressly qualified in their entirety by the cautionary statements set forth above. Forward-looking statements speak only as of the date they are made, and HNI and Steelcase do not undertake or assume any obligation to update publicly any of these statements to reflect actual results, new information or future events, changes in assumptions, or changes in other factors affecting forward-looking statements, except to the extent required by applicable law. If HNI or Steelcase updates one or more forward-looking statements, no inference should be drawn that HNI or Steelcase will make additional updates with respect to those or other forward-looking statements. Further information regarding HNI, Steelcase and factors that could affect the forward-looking statements contained herein can be found in HNI’s Annual Report on Form 10-K, its Quarterly Reports on Form 10-Q, and its other filings with the SEC, and in Steelcase’s Annual Report on Form 10-K, its Quarterly Reports on Form 10-Q, and its other filings with the SEC.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description
99.1		Joint press release issued by HNI Corporation and Steelcase Inc. on December 5, 2025.
104		Cover Page Interactive Date File – the cover page XBRL tags are embedded within the Inline XBRL document.

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.

				STEELCASE INC.
Date: December 5, 2025				By:		/s/ David C. Sylvester
						David C. Sylvester
						Senior Vice President, Chief Financial Officer

FAQ

What did Steelcase (SCS) shareholders decide about the merger with HNI Corporation?

At the special meeting on December 5, 2025, Steelcase shareholders approved the merger proposal related to HNI Corporation’s acquisition of Steelcase, with 80,318,584 votes for, 322,050 against, and 85,507 abstentions.

How many Steelcase shares were eligible and voted at the special meeting?

As of the October 14, 2025 record date, there were 114,842,079 Class A common shares outstanding. A total of 80,726,141 shares, representing about 70.29% of those eligible, were present in person or by proxy, constituting a quorum.

What was the outcome of the Steelcase advisory vote on merger-related executive compensation?

The non-binding compensation proposal was not approved. It received 38,128,267 votes for, 41,262,043 votes against, and 1,335,831 abstentions, indicating shareholder opposition to the proposed merger-related pay arrangements.

When is HNI’s acquisition of Steelcase expected to close?

HNI and Steelcase announced that, with shareholder approvals obtained, the transaction is expected to close on December 10, 2025, subject to the satisfaction or waiver of customary closing conditions.

Does the failed compensation vote affect Steelcase’s merger with HNI?

No. The compensation vote was non-binding and advisory, so its failure does not prevent the merger from proceeding, although it highlights shareholder concerns about the transaction-related pay for named executive officers.

Where can investors find more details on the Steelcase merger proposal?

More information is available in Steelcase’s definitive proxy statement filed with the SEC on November 5, 2025, which describes the merger terms and the compensation proposal in detail.