[8-K] Steelcase, Inc. Reports Material Event

Rhea-AI Filing Summary

On July 9, 2025, Steelcase Inc. (NYSE: SCS) held its annual meeting and filed an 8-K to disclose the voting outcomes and the adoption of a new equity-based Incentive Compensation Plan (ICP).

Key actions approved:

• Incentive Compensation Plan: Shareholders authorized up to 3,025,286 additional Class A shares (plus shares recycled from expired or forfeited awards) for future equity and cash-settled grants to employees and directors. Administration will be by the Board’s Compensation Committee or the CEO under delegated authority.
• Board elections: All ten director nominees were re-elected with support ranging from 80.6 % to 97.5 %; most received more than 96 % of votes cast.
• Say-on-Pay: 93.2 % of votes favored the company’s 2025 executive compensation.
• ICP approval (Proposal 3): 93.6 % of shares voted in favor, indicating strong backing for the new equity plan.
• Auditor ratification: Deloitte & Touche LLP was re-appointed for FY 2026 with 97.3 % support.

No earnings figures, M&A activity or other financial statements were included in this filing. The matters are largely governance-related and routine, though the ICP creates modest potential dilution (<3 % of shares outstanding) and provides the company with refreshed equity incentives to align management and shareholder interests.

Positive

• Strong shareholder support: All four proposals, including say-on-pay and the new ICP, passed with >93 % approval, indicating investor confidence in management and governance.
• Refreshed equity incentive capacity: The ICP authorizes about 2.7 % of outstanding shares for future grants, giving Steelcase flexibility to attract and retain talent without immediate large dilution.

Negative

• Potential share dilution: Issuance of up to 3.0 million new shares under the ICP could incrementally dilute existing shareholders over time, though impact appears modest.

Insights

Corporate Governance Analyst

TL;DR: Routine annual-meeting items passed comfortably; new 3 M-share equity plan modestly dilutive but signals continued incentive alignment.

From a governance standpoint, Steelcase received robust shareholder affirmation across all proposals. Director support above 80 %—and mostly above 95 %—suggests no major investor concerns about board composition. The 93 % approval on say-on-pay and the ICP indicates satisfaction with executive compensation structure.
The ICP’s 3,025,286-share pool represents roughly 2.7 % of basic shares outstanding, small enough to avoid material EPS dilution yet large enough to maintain competitive equity grants for several years. Because shares surrendered for tax withholding are not recycled, dilution risk is capped. Auditor re-ratification removes uncertainty around FY 2026 financial reporting. Overall impact is neutral to slightly positive: the vote removes governance overhangs and refreshes the incentive toolkit without significant balance-sheet effect.

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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): July 9, 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

None

(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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e)On July 9, 2025 (the “Effective Date”), the shareholders of Steelcase Inc. (the “Company”) approved the Steelcase Inc. Incentive Compensation Plan (the “ICP”). The ICP allows the Company to grant stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares, performance units, cash-based awards, phantom shares and other share-based awards to employees and directors of the Company and its subsidiaries or affiliates and other individuals designated by the Compensation Committee of the Company’s Board of Directors. The maximum number of shares of the Company’s Class A Common Stock available for issuance under the ICP is 3,025,286 plus the number of shares that are subject to or underlie awards made under the ICP prior to the Effective Date which expire or are cancelled or forfeited following the Effective Date, except for shares surrendered or withheld as payment of either the exercise price of an award and/or withholding taxes in respect of such an award. Awards under the ICP are determined by the Compensation Committee of the Company’s Board of Directors or by the Company’s Chief Executive Officer pursuant to delegated authority and subject to certain limitations.

A copy of the ICP is attached as Exhibit 10.1 and is incorporated herein by reference. A summary of the ICP is also included in the Company’s Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on May 28, 2025, beginning on page 68, and is incorporated herein by reference.

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

The Company held its annual meeting of shareholders on July 9, 2025.  At that meeting, shareholders voted on four proposals presented in the Company's Proxy Statement dated May 28, 2025 relating to the annual meeting. The results of the votes are as follows.

· Proposal 1:  Election of ten nominees to the Board of Directors

						For												Against												Abstentions
Nominee						Votes						% of Total Votes						Votes						% of Total Votes						Votes						% of Total Votes						Broker Non-Votes
Sara E. Armbruster						248,102,496						96.4%						2,145,637						0.8%						6,988,961						2.7%						11,315,000
Timothy C. E. Brown						207,267,788						80.6%						43,083,749						16.7%						6,885,557						2.7%						11,315,000
Connie K. Duckworth						214,795,882						83.5%						35,556,148						13.8%						6,885,064						2.7%						11,315,000
Sanjay Gupta						250,707,140						97.5%						2,004,802						0.8%						4,525,152						1.8%						11,315,000
Todd P. Kelsey						248,377,185						96.6%						1,973,720						0.8%						6,886,189						2.7%						11,315,000
Jennifer C. Niemann						247,758,273						96.3%						2,493,038						1.0%						6,985,783						2.7%						11,315,000
Robert C. Pew III						247,685,944						96.3%						2,665,818						1.0%						6,885,332						2.7%						11,315,000
Cathy D. Ross						214,719,151						83.5%						35,633,092						13.9%						6,884,851						2.7%						11,315,000
Catherine C. B. Schmelter						214,251,179						83.3%						36,079,125						14.0%						6,906,790						2.7%						11,315,000
Linda K. Williams						248,461,163						96.6%						1,867,997						0.7%						6,907,934						2.7%						11,315,000

· Proposal 2: Advisory vote to approve named executive officer compensation

For												Against												Abstentions
Votes						% of Total Votes						Votes						% of Total Votes						Votes						% of Total Votes						Broker Non-Votes
239,864,459						93.2%						10,222,619						4.0%						7,150,016						2.8%						11,315,000

· Proposal 3: Approval of the Steelcase Inc. Incentive Compensation Plan

For												Against												Abstentions
Votes						% of Total Votes						Votes						% of Total Votes						Votes						% of Total Votes						Broker Non-Votes
240,847,316						93.6%						11,607,870						4.5%						4,781,908						1.9%						11,315,000

· Proposal 4: Ratification of the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for fiscal year 2026

For												Against												Abstentions
Votes						% of Total Votes						Votes						% of Total Votes						Votes						% of Total Votes
261,242,704						97.3%						2,406,470						0.9%						4,902,920						1.8%

Item 9.01. Financial Statements and Exhibits.

(d)EXHIBITS.

Exhibit No.						Description
10.1						Steelcase Inc. Incentive Compensation Plan, as amended and restated as of July 9, 2025
104						Cover Page Interactive Data File (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.

By:			/s/ David C. Sylvester
			David C. Sylvester Senior Vice President, Chief Financial Officer

Date: July 11, 2025

FAQ

How many new shares did Steelcase (SCS) authorize under the 2025 Incentive Compensation Plan?

The ICP allows for up to 3,025,286 new Class A shares, plus shares recycled from expired or forfeited awards.

What percentage of shareholders approved Steelcase’s 2025 say-on-pay resolution?

93.2 % of votes cast supported the company’s executive compensation program.

Were all director nominees re-elected at Steelcase’s 2025 annual meeting?

Yes. All ten nominees received between 80.6 % and 97.5 % support and were re-elected.

Who will audit Steelcase for fiscal year 2026?

Shareholders ratified Deloitte & Touche LLP with 97.3 % of votes cast.

Does the new equity plan materially dilute existing Steelcase shareholders?

Dilution potential is modest—about 2.7 % of current shares outstanding if the entire pool is issued.