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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 4/12/24 Hooker Furnishings Corp. 10-K 1/28/24 112:12M Federal Filings, LLC/FA |
Document/Exhibit Description Pages Size
1: 10-K Annual Report HTML 2.55M
2: EX-23 Consent of Expert or Counsel HTML 28K
6: EX-97 Clawback Policy re: Recovery of Erroneously HTML 40K
Awarded Compensation
3: EX-31.1 Certification -- §302 - SOA'02 HTML 32K
4: EX-31.2 Certification -- §302 - SOA'02 HTML 32K
5: EX-32.1 Certification -- §906 - SOA'02 HTML 31K
12: R1 Cover HTML 103K
13: R2 Audit Information HTML 34K
14: R3 Consolidated Balance Sheets HTML 159K
15: R4 Consolidated Balance Sheets (Parentheticals) HTML 37K
16: R5 Consolidated Statements of Operations HTML 105K
17: R6 Consolidated Statements of Comprehensive Income HTML 54K
(Loss)
18: R7 Consolidated Statements of Cash Flows HTML 141K
19: R8 Consolidated Statement of Stockholders' Equity HTML 85K
20: R9 Consolidated Statement of Stockholders' Equity HTML 34K
(Parentheticals)
21: R10 Summary of Significant Accounting Policies HTML 79K
22: R11 Fiscal Year HTML 35K
23: R12 Exit and Restructuring Charges HTML 33K
24: R13 Acquisition HTML 58K
25: R14 Doubtful Accounts and Customer Allowances HTML 65K
26: R15 Accounts Receivable HTML 43K
27: R16 Inventories HTML 46K
28: R17 Property, Plant and Equipment HTML 86K
29: R18 Cloud Computing Hosting Arrangement HTML 44K
30: R19 Intangible Assets and Goodwill HTML 94K
31: R20 Fair Value Measurements HTML 55K
32: R21 Leases HTML 79K
33: R22 Long-Term Debt HTML 49K
34: R23 Employee Benefit Plans HTML 214K
35: R24 Share-Based Compensation HTML 201K
36: R25 Earnings Per Share HTML 87K
37: R26 Income Taxes HTML 134K
38: R27 Segment Information HTML 254K
39: R28 Commitments, Contingencies and Off-Balance Sheet HTML 34K
Arrangements
40: R29 Concentrations of Risk HTML 34K
41: R30 Related Party Transactions HTML 35K
42: R31 Subsequent Events HTML 32K
43: R32 Pay vs Performance Disclosure HTML 42K
44: R33 Insider Trading Arrangements HTML 35K
45: R34 Accounting Policies, by Policy (Policies) HTML 122K
46: R35 Acquisition (Tables) HTML 51K
47: R36 Doubtful Accounts and Customer Allowances (Tables) HTML 65K
48: R37 Accounts Receivable (Tables) HTML 43K
49: R38 Inventories (Tables) HTML 46K
50: R39 Property, Plant and Equipment (Tables) HTML 100K
51: R40 Cloud Computing Hosting Arrangement (Tables) HTML 43K
52: R41 Intangible Assets and Goodwill (Tables) HTML 93K
53: R42 Fair Value Measurements (Tables) HTML 51K
54: R43 Leases (Tables) HTML 81K
55: R44 Long-Term Debt (Tables) HTML 38K
56: R45 Employee Benefit Plans (Tables) HTML 212K
57: R46 Share-Based Compensation (Tables) HTML 200K
58: R47 Earnings Per Share (Tables) HTML 85K
59: R48 Income Taxes (Tables) HTML 133K
60: R49 Segment Information (Tables) HTML 247K
61: R50 Summary of Significant Accounting Policies HTML 44K
(Details)
62: R51 Exit and Restructuring Charges (Details) HTML 31K
63: R52 Acquisition (Details) HTML 65K
64: R53 Acquisition (Details) - Schedule of Business HTML 68K
Acquisitions, by Acquisition
65: R54 DOUBTFUL ACCOUNTS AND CUSTOMER ALLOWANCES HTML 45K
(Details) - Allowance for Doubtful Accounts
66: R55 ACCOUNTS RECEIVABLE (Details) - Schedule of HTML 40K
Accounts, Notes, Loans and Financing Receivable
67: R56 Inventories (Details) HTML 37K
68: R57 Inventories (Details) - Schedule of Inventory, HTML 42K
Current
69: R58 Property, Plant and Equipment (Details) HTML 36K
70: R59 Property, Plant and Equipment (Details) - HTML 68K
Property, Plant and Equipment
71: R60 Property, Plant and Equipment (Details) - Deferred HTML 40K
Costs, Capitalized, Prepaid, and Other Assets
Disclosure
72: R61 Cloud Computing Hosting Arrangement (Details) HTML 37K
73: R62 Cloud Computing Hosting Arrangement (Details) - HTML 38K
Deferred Costs, Capitalized, Prepaid, and Other
Assets
74: R63 Intangible Assets and Goodwill (Details) HTML 49K
75: R64 Intangible Assets and Goodwill (Details) - HTML 60K
Schedule of Indefinite-Lived Intangible Assets
76: R65 Intangible Assets and Goodwill (Details) - HTML 45K
Finite-lived Intangible Assets Amortization
Expense
77: R66 FAIR VALUE MEASUREMENTS (Details) - Schedule of HTML 38K
Fair Value, Assets and Liabilities Measured on
Recurring Basis
78: R67 Leases (Details) HTML 41K
79: R68 Leases (Details) - Lease, Cost HTML 41K
80: R69 Leases (Details) - Schedule of Right-of-Use Assets HTML 42K
and Lease Liabilities
81: R70 Leases (Details) - Lessee, Operating Lease, HTML 49K
Liability, Maturity
82: R71 Long-Term Debt (Details) HTML 62K
83: R72 Long-Term Debt (Details) - Schedule of Maturities HTML 43K
of Long-Term Debt
84: R73 Employee Benefit Plans (Details) HTML 61K
85: R74 Employee Benefit Plans (Details) - Schedule of HTML 65K
Defined Benefit Plans Disclosures
86: R75 Employee Benefit Plans (Details) - Schedule of Net HTML 64K
Benefit Costs
87: R76 Employee Benefit Plans (Details) - Schedule of HTML 43K
Expected Benefit Payments
88: R77 Employee Benefit Plans (Details) - Schedule of HTML 43K
Expected Benefit Payments
89: R78 Share-Based Compensation (Details) HTML 55K
90: R79 Share-Based Compensation (Details) - Schedule of HTML 97K
Share-based Compensation, Restricted Stock and
Restricted Stock Units Activity
91: R80 Share-Based Compensation (Details) - Schedule of HTML 54K
Share-based Compensation, Restricted Stock and
Restricted Stock Units Activity
92: R81 Share-Based Compensation (Details) - Schedule of HTML 51K
Share-based Compensation, Restricted Stock and
Restricted Stock Units Activity
93: R82 Earnings Per Share (Details) HTML 38K
94: R83 Earnings Per Share (Details) - Schedule of HTML 37K
Restricted Stock and Restricted Stock Units
95: R84 Earnings Per Share (Details) - Schedule of HTML 75K
Earnings Per Share, Basic and Diluted
96: R85 Income Taxes (Details) HTML 49K
97: R86 Income Taxes (Details) - Schedule of Components of HTML 54K
Income Tax Expense (Benefit)
98: R87 Income Taxes (Details) - Schedule of Effective HTML 49K
Income Tax Rate Reconciliation
99: R88 Income Taxes (Details) - Schedule of Deferred Tax HTML 70K
Assets and Liabilities
100: R89 Segment Information (Details) HTML 33K
101: R90 Segment Information (Details) - Segment Reporting HTML 87K
Information
102: R91 Segment Information (Details) - Assets from HTML 54K
Segments to Consolidated
103: R92 Segment Information (Details) - Revenue from HTML 42K
External Customers by Products and Services
104: R93 Commitments, Contingencies and Off-Balance Sheet HTML 31K
Arrangements (Details)
105: R94 Concentrations of Risk (Details) HTML 56K
106: R95 Related Party Transactions (Details) HTML 38K
107: R96 Subsequent Events (Details) HTML 38K
109: XML IDEA XML File -- Filing Summary XML 214K
112: XML XBRL Instance -- hoft20240128_10k_htm XML 2.78M
108: EXCEL IDEA Workbook of Financial Report Info XLSX 198K
8: EX-101.CAL XBRL Calculations -- hoft-20240128_cal XML 230K
9: EX-101.DEF XBRL Definitions -- hoft-20240128_def XML 1.01M
10: EX-101.LAB XBRL Labels -- hoft-20240128_lab XML 1.79M
11: EX-101.PRE XBRL Presentations -- hoft-20240128_pre XML 962K
7: EX-101.SCH XBRL Schema -- hoft-20240128 XSD 286K
110: JSON XBRL Instance as JSON Data -- MetaLinks 648± 938K
111: ZIP XBRL Zipped Folder -- 0001185185-24-000378-xbrl Zip 505K
Exhibit 97
HOOKER FURNISHINGS CORPORATION
COMPENSATION RECOUPMENT POLICY
The Board of Directors (“Board”) of Hooker Furnishings Corporation originally adopted this Compensation Recoupment Policy (the “Policy”) effective as of December 9, 2014. The Board now amends and restates the Policy as follows effective as of September 5, 2023 (the “Effective Date”).
Definitions
“Act” means the Securities Exchange Act of 1934, as amended.
“Board” means the Board of Directors of the Company, or an appropriate committee or sub-committee of the Board, as may be designated by the Board.
“Company” means Hooker Furnishings Corporation and its subsidiaries and affiliates.
“Erroneously Awarded Compensation” means, with respect to each current or former Executive Officer in connection with an accounting restatement, the amount of Incentive Based Compensation Received that exceeds the amount of Incentive Based Compensation that otherwise would have been Received had it been determined based on the restated amounts, computed without regard to any taxes paid.
“Executive Officer” has the same meaning as given to that term in Rule 10D-1 of the Act.
“Financial Reporting Measure” means any measure that is determined and presented in accordance with the accounting principles used in preparing the Company’s financial statements, any measure that is derived wholly or in part from such measure, stock price and total shareholder return.
“Incentive Based Compensation” means any compensation that is granted, earned or vested based wholly or in part upon the attainment of a Financial Reporting Measure.
“Lookback Period” means, with respect to any accounting restatement, the three completed fiscal years of the Company immediately preceding the Restatement Date, as well as any transition period (that results from a change in the Company’s fiscal year) within or immediately following those three completed fiscal years (except that a transition period that comprises a period of at least nine months shall count as a completed fiscal year).
“Received” Incentive Based Compensation is deemed received in the Company’s fiscal period during which the Financial Reporting Measure specified in the Incentive Based Compensation award is attained, even if payment or grant of the Incentive Based Compensation occurs after the end of that period.
“Restatement Date” means the earlier to occur of (i) the date the Board, a committee of the Board or officers of the Company authorized to take such action if Board action is not required, concludes, or reasonably should have concluded, that the Company is required to prepare an accounting restatement, or (ii) the date a court, regulator or other legally authorized body directs the Company to prepare an accounting restatement.
Accounting Restatement
If the Company is required to prepare an accounting restatement due to the material noncompliance of the Company with any financial reporting requirement under the federal securities laws, including any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period, the Company will reasonably promptly recover any Erroneously Awarded Compensation Received by any current or former Executive Officer during the Lookback Period based on the erroneous data.
For Incentive Based Compensation based on stock price or total shareholder return, where the amount of Erroneously Awarded Compensation is not subject to mathematical recalculation directly from the information in the accounting restatement, (i) the amount shall be based on a reasonable estimate of the effect of the accounting restatement on the stock price or total shareholder return upon which the Incentive Based Compensation was Received, and (ii) the Company shall maintain documentation of the determination of that reasonable estimate and provide such documentation to the Nasdaq.
The Board shall have broad discretion to determine the appropriate means and timing (which shall in all circumstances be reasonably promptly) of recovery of Erroneously Awarded Compensation based on all applicable facts and circumstances, which may include without limitation: (i) requiring repayment or return of prior Incentive Based Compensation awards, (ii) cancelling unvested Incentive Based Compensation awards, (iii) offsetting the amount to be recovered from any compensation owed by the Company to the Executive Officer, or (iv) adjusting future compensation of such Executive Officer. Any determination by the Board need not be uniform with respect to one or more Executive Officers.
Notwithstanding the foregoing, the Company shall not be required to seek recovery of Erroneously Awarded Compensation under this Policy if such recovery would be impracticable, violate home country laws and/or involve tax-qualified retirement plans, as determined by the compensation committee of the Board in accordance with the Nasdaq listing standards. Any such determination that recoupment is not required shall be documented in accordance with the Nasdaq listing standards.
The provisions of this section of the Policy shall apply to all Incentive Based Compensation Received by a person on or after the Effective Date: (i) after beginning service as an Executive Officer, (ii) if that person served as an Executive Officer at any time during the performance period for such Incentive Based Compensation, (iii) while the Company had a class of securities listed on a national securities exchange or a national securities association, and (iv) during the applicable Lookback Period. In all events, the provisions of this section of the Policy shall be interpreted and administered consistent with the requirements of Section 10D of the Act, Rule 10D-1 of the Act and the related Nasdaq listing standards.
Material Error in Compensation Measure
If the Board determines that there was a material error in any measure (whether quantitative or qualitative) on which Incentive Based Compensation was granted, earned or paid (other than an error which requires the Company to restate its financial statements due to the material noncompliance of the Company with any financial reporting requirement under the federal securities laws), and such error resulted in an excess amount over the amount of Incentive Based Compensation that should have been granted, earned or paid to an employee or former employee during the three-consecutive-year period ending on the date on which such material error is discovered, the Board may require (i) reimbursement of the excess amount, or (ii) cancellation of outstanding equity awards and reimbursement of any gains realized on the exercise, settlement or sale of equity awards, to the extent attributable to the excess amount.
Fraudulent or Intentional Misconduct
If the Board determines that any current or former employee of the Company has engaged in fraudulent or intentional misconduct materially affecting the Company’s business operations or such employee’s duties at the Company, the Board shall, direct the Company to require (i) reimbursement of compensation granted, earned or paid under the Company annual incentive and long-term incentive cash plans to such current or former employee and (ii) cancellation of outstanding equity awards and reimbursement of any gains realized on the exercise, settlement or sale of equity awards held by such current or former employee, in either case which has been granted or paid to or earned or realized by the current or former employee at any time during the three-consecutive-year period ending on the date on which such fraudulent or intentional misconduct is discovered.
Administration of the Policy
The Board shall have full and final authority to make all determinations under this Policy, including without limitation, the authority to: (i) construe all terms, provisions, conditions and limitations of this Policy, (ii) correct any defect, supply any omission or reconcile any inconsistency that may appear in this Policy in such manner and to such extent as the Board shall deem appropriate, and (iii) make all other determinations or take any actions necessary or advisable for the administration of this Policy. All determinations and decisions made by the Board pursuant to the provisions of this Policy shall be final, conclusive and binding on all persons. The determination of the Board need not be uniform with respect to one or more employees.
Any applicable award agreement or other document setting forth the terms and conditions of any Incentive Based Compensation or other compensation covered by the Policy granted or earned after the Effective Date shall be deemed to include the restrictions imposed herein and incorporate the Policy by reference and, in the event of any inconsistency, the terms of the Policy will govern. Any determinations of the Board under this Policy shall be binding on the applicable individual.
Any recoupment under this Policy is in addition to, and not in lieu of, any other remedies or rights of recoupment that may be available to the Company under applicable law, including, without limitation, (i) dismissing the employee, (ii) adjusting the future compensation of the employee or (iii) authorizing legal action or taking such other action to enforce the employee’s obligations to the Company as it may deem appropriate in view of all of the facts and circumstances surrounding the particular case.
Covered employees shall not be entitled to any indemnification by or from the Company with respect to any amounts they are required to repay or forfeit pursuant to this policy.
The Company shall file all disclosures with respect to this Policy in accordance with the federal securities laws, including the disclosure required by SEC filings.
The Board may amend this Policy from time to time in its discretion and will amend this Policy as it deems necessary to comply with Section 10D of the Act, Rule 10D-1 of the Act and the related Nasdaq listing standards.
| This ‘10-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 4/12/24 | |||
| For Period end: | 1/28/24 | |||
| 9/5/23 | 8-K | |||
| 12/9/14 | ||||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 9/08/23 Hooker Furnishings Corp. 10-Q 7/30/23 68:6.4M Federal Filings, LLC/FA 4/14/23 Hooker Furnishings Corp. 10-K 1/29/23 109:11M Federal Filings, LLC/FA 1/17/06 Hooker Furnishings Corp. 8-K:1,9 1/16/06 2:48K Donnelley … Solutions/FA |