Steelcase SEC Filings

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.

Steelcase Inc. reports preliminary results of how its shareholders chose between cash, stock or mixed consideration in connection with HNI Corporation’s proposed acquisition of Steelcase. Completion of the transaction still depends on approvals from both companies’ shareholders and other customary closing conditions.

Under the merger agreement, each Steelcase share will be converted into either a mixed package of 0.2192 HNI shares plus $7.20 in cash, an all-cash amount tied to HNI’s 10-day average share price, or an all-stock amount based on that same price. Shareholders who did not make an election will receive the mixed option, and no fractional HNI shares will be issued, with cash paid instead for any fraction.

Steelcase Inc. (SCS) provides an update on its pending acquisition by HNI, focusing on the path to close and integration planning. Shareholder votes for both Steelcase and HNI are scheduled for December 5, 2025, described as one of the final steps before the transaction closes, with an anticipated close in mid-December as soon as practicable after approvals.

The companies have launched a joint Integration Management Office (IMO), held multiple integration summits, and defined day-one priorities around business continuity, compliance, employee experience, dealer and supplier relationships, and technology enablement. Leadership Q&As highlight HR and culture-focused integration work. The communication also includes extensive forward-looking statement and securities law disclosures, noting that HNI’s Form S-4 registration statement is effective and the joint proxy statement/prospectus has been sent to shareholders.

HNI Corporation and Steelcase Inc. are moving forward with their planned merger and related shareholder votes, supported by an effective Form S-4 registration statement. The communication emphasizes that many statements about the combined company’s future performance, expected benefits of the transaction, integration, and market conditions are forward-looking and subject to significant risks and uncertainties, including potential failure to close, legal proceedings, integration challenges, dilution from new HNI shares, and broader economic factors.

It explains that the joint proxy statement/prospectus included in HNI’s Form S-4 is effective and has been sent to shareholders of both HNI and Steelcase, and urges investors to read it and related SEC filings for detailed information about the transaction, risk factors, and the interests of directors and executive officers. The communication also clarifies that it does not constitute an offer or solicitation to buy or sell securities and that any offer would only be made through a proper prospectus meeting Securities Act requirements.

HNI Corporation has provided an update on its planned acquisition of Steelcase. The companies announced that Steelcase shareholders have until 5:00 p.m. Eastern Time on December 4, 2025 to choose whether they prefer cash or stock as their merger consideration. For shareholders electing all cash or all stock, the value will be based on an HNI common stock reference price calculated as the volume-weighted average closing price of HNI shares over a 10‑trading‑day period ending on the second full trading day before the transaction closes.

The completion of the merger still depends on approval by both HNI and Steelcase shareholders and other customary closing conditions. The report also highlights extensive risk factors, including the possibility the deal may not close, potential integration challenges, market and economic uncertainties, and dilution from issuing additional HNI shares. A joint proxy statement/prospectus on a Form S‑4 registration statement is effective, and definitive materials have been sent to shareholders.

Steelcase Inc. (NYSE: SCS) announced that shareholders have until 5:00 p.m. Eastern Time on December 4, 2025 to elect the form of merger consideration they wish to receive in HNI Corporation’s proposed acquisition of Steelcase. Shareholders can choose cash, HNI stock, or a mix, by submitting properly completed election forms and, if applicable, share certificates or a notice of guaranteed delivery to the exchange agent by the deadline, with earlier cutoffs possible for those holding in “street name.”

Holders who do not make a valid election will be deemed to have chosen the mixed consideration, receiving 0.2192 shares of HNI common stock and $7.20 in cash for each Steelcase share. Elections for all-cash or all-stock consideration are subject to proration mechanisms so that the aggregate cash and stock issued matches what would be paid if all holders received the mixed package. Completion of the transaction is still subject to approval by both HNI and Steelcase shareholders and other customary closing conditions, and additional details are provided in the effective Form S-4 joint proxy statement/prospectus.

Steelcase Inc. (SCS) reports an update on its planned merger with HNI Corporation, focusing on how shareholders will choose their merger consideration. The companies announced that Steelcase shareholders must submit their elections for all-cash, all-stock, or mixed consideration by 5:00 p.m. Eastern Time on December 4, 2025.

The filing explains that the “HNI common stock reference price” used to set stock-based consideration will be the volume‑weighted average closing price of HNI common stock on the New York Stock Exchange over 10 consecutive trading days, ending on the second full trading day before the closing date. The combination remains subject to approval by both HNI and Steelcase shareholders and other customary closing conditions, and the report reiterates extensive risk factors and forward‑looking statement cautions related to completing and integrating the transaction.