As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 6/01/23  Hni Corp.                         S-8         6/01/23    5:192K                                   Broadridge Fin’l So… Inc

Document/Exhibit                   Description                      Pages   Size 

 1: S-8         Registration Statement - Securities for an          HTML     47K 
                Employee Benefit Plan                                            
 2: EX-5.1      Opinion of Counsel re: Legality                     HTML     10K 
 3: EX-23.1     Consent of Expert or Counsel                        HTML      6K 
 5: EX-FILING FEES  Exhibit 107.1                                   HTML     13K 
 4: EX-99.1     Miscellaneous Exhibit                               HTML    103K 

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

HNI Corporation, an Iowa corporation (“HNI” or the “Corporation”), is filing this registration statement on Form S-8 (this “Registration Statement”) to register 1,100,778 shares of its common stock, par value $1.00 per share (the “HNI Common Stock”), issuable pursuant to (i) certain restricted stock unit awards granted under the Kimball International, Inc. Amended and Restated 2017 Stock Incentive Plan (the “Predecessor Plan”) that were assumed by HNI in connection with completion of the merger contemplated by the Agreement and Plan of Merger (the “Merger Agreement”), dated March 7, 2023, by and among HNI, Ozark Merger Sub, Inc., an Indiana Corporation, and Kimball International, Inc., an Indiana corporation (the “Merger”), and converted, in accordance with the terms of the Merger Agreement, into awards relating to HNI Common Stock, and (ii) awards to be granted after the date hereof to eligible individuals from the share reserve remaining, as of the consummation of the Merger, under the Predecessor Plan (as appropriately adjusted to reflect the Merger). 

The following documents filed with the Securities Exchange Commission (the “Commission”) are hereby incorporated by reference in this Registration Statement:

All documents subsequently filed by the Corporation with the Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or that deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the respective dates of filing of such documents, excluding information contained in such documents that is deemed furnished and not filed (such documents, and the documents enumerated above, being hereinafter referred to as “Incorporated Documents”).

Any statement contained in an Incorporated Document shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed Incorporated Document modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Not Applicable.

The Corporation is subject to the Iowa Business Corporation Act (the “IBCA”) which provides for or permits indemnification of directors and officers in certain situations. The Amended and Restated Articles of Incorporation of HNI Corporation, as amended (the “Articles”) provide that no director shall be personally liable to the Corporation or any shareholder for money damages for any action, or failure to take action, except for: (i) the amount of financial benefit received by a director to which the director is not entitled; (ii) an intentional infliction of harm on the Corporation or its shareholders; (iii) a violation of Section 490.833 of the IBCA which relates to liability for unlawful distributions; or (iv) an intentional violation of criminal law. While the Articles provide protection from awards for monetary damages for breaches of the duty of care, they do not eliminate the director’s duty of care. Accordingly, the Articles will not affect the availability of equitable remedies, such as an injunction, based on a director’s breach of the duty of care.

In addition, the Amended and Restated By-laws of HNI Corporation (the “By-laws”), provide that:  (i) a director or an officer of the Corporation will not be liable as a director or an officer to the Corporation or its shareholders for any decision to take or not to take action, or any failure to take any action, if the duties of the director or officer are performed in compliance with the respective standards of conduct for directors and officers prescribed in the IBCA; and (ii) the Corporation may indemnify a director or officer of the Corporation who is a party to a proceeding against liability incurred by such director or officer in the proceeding to the maximum extent permitted by and in the manner prescribed by the IBCA, including the advancement of expenses.

The By-laws further provide that the Corporation may enter into indemnification agreements consistent with the IBCA with each director of the Corporation and with such officers of the Corporation as the Board of Directors of the Corporation deems appropriate.  The Corporation has entered into agreements with its directors and with certain officers agreeing to indemnify them against certain liabilities to the fullest extent permitted under Iowa law, the Articles and the By-laws.  The Corporation also has director and officer liability insurance, under which each director and each of certain officers of the Corporation is insured against certain liabilities.

Not Applicable.

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 2/27/24  Hni Corp.                         10-K       12/30/23  135:14M
 8/08/23  Hni Corp.                         10-Q        7/01/23   95:8.2M

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 2/28/23  Hni Corp.                         10-K       12/31/22  122:13M
 5/11/21  Hni Corp.                         8-K:5,9     5/10/21   13:385K                                   Workiva Inc Wde… FA01/FA
 2/25/20  Hni Corp.                         10-K       12/28/19  125:14M
 2/26/10  Hni Corp.                         10-K        1/02/10   14:3.3M                                   Broadridge Fin’l So… Inc