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Flexsteel Industries Inc. – ‘8-K’ for 9/30/22

On:  Tuesday, 10/4/22, at 4:36pm ET   ·   For:  9/30/22   ·   Accession #:  37472-22-51   ·   File #:  0-05151

Previous ‘8-K’:  ‘8-K’ on / for 9/1/22   ·   Next:  ‘8-K’ on / for 10/24/22   ·   Latest:  ‘8-K’ on 3/8/24 for 3/5/24   ·   1 Reference:  By:  Flexsteel Industries Inc. – ‘S-8’ on 1/27/23

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

10/04/22  Flexsteel Industries Inc.         8-K:5,7,9   9/30/22   11:210K

Current Report   —   Form 8-K

Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                      HTML     68K 
 2: EX-99.1     Miscellaneous Exhibit                               HTML     23K 
 6: R1          Document And Entity Information                     HTML     45K 
 9: XML         IDEA XML File -- Filing Summary                      XML     11K 
 7: XML         XBRL Instance -- flxs-20220930x8k_htm                XML     15K 
 8: EXCEL       IDEA Workbook of Financial Reports                  XLSX      8K 
 4: EX-101.LAB  XBRL Labels -- flxs-20220930_lab                     XML     42K 
 5: EX-101.PRE  XBRL Presentations -- flxs-20220930_pre              XML     31K 
 3: EX-101.SCH  XBRL Schema -- flxs-20220930                         XSD     11K 
10: JSON        XBRL Instance as JSON Data -- MetaLinks               11±    17K 
11: ZIP         XBRL Zipped Folder -- 0000037472-22-000051-xbrl      Zip     19K 


‘8-K’   —   Current Report


This is an HTML Document rendered as filed.  [ Alternative Formats ]



 iX:   C:   C: 
  flxs-20220930x8k  
 i false i 000003747200000374722022-09-302022-09-30

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM  i 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):  i September 30, 2022

 i FLEXSTEEL INDUSTRIES, INC.

(Exact name of registrant as specified in its charter)

 i Minnesota

(State or other jurisdiction of incorporation)

 i 0-5151

(Commission File Number)

 i 42-0442319

(IRS Employer Identification No.)

 i 385 Bell Street,  i Dubuque,  i Iowa  i 52001-0877

(Address of principal executive offices, including zip code)

 i 563- i 556-7730

(Registrant’s telephone number, including area code)

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):

 i [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 i [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 i [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

(17 CFR 240.14d-2(b))

 i [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

(17 CFR 240.13e-4(c))

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  i [ ]

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.

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

 i Common Stock, $1.00 Par Value

 i FLXS

 i The NASDAQ Stock Market LLC



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

(b) On September 30, 2022, Eric S. Rangen gave the Board of Directors (the “Board”) of Flexsteel Industries, Inc. (the “Company”) notice that he intends to resign from the Board effective at the conclusion of the Board meeting to be held December 14, 2022, to focus on family and other personal interests. Mr. Rangen has confirmed to the Company’s Board that his resignation is not the result of any disagreement on any matter relating to the Company’s operations, policies or practices.

(d)       On September 30, 2022, Jeanne McGovern was appointed to the Board. Ms. McGovern will serve as a Class I director, which class will stand for re-election at the 2023 annual meeting of the shareholders. Ms. McGovern was appointed as a member of the Board’s Audit Committee.

 

Ms. McGovern will participate in the Company’s non-executive director compensation program. Pursuant to this program, Ms. McGovern will receive: (i) an annual retainer of $55,000 for service as a Board member, and (ii) a quarterly stock grant with a value of $17,500, rounded to the nearest share, with no additional vesting requirements. Ms. McGovern will also receive an annual retainer of $7,500 for service as a member of the Audit Committee.

 

Since the beginning of the Company’s last fiscal year through the present, there have been no transactions with the Company, and there are currently no proposed transactions with the Company, in which the amount involved exceeds $120,000 and in which Ms. McGovern had or will have a direct or indirect material interest within the meaning of Item 404(a) of Regulation S-K. No arrangement or understanding exists between Ms. McGovern and any other person pursuant to which he was appointed as a director of the Company.

Item 7.01 Regulation FD Disclosure

On October 4, 2022, the Company issued a press release announcing the appointment of Ms. McGovern to the Board of the Company and Mr. Rangen’s notice of his intent to resign. A copy of the press release is furnished as Exhibit 99.1 and is incorporated herein by reference.

The information in this Item 7.01, including Exhibit 99.1 attached hereto, is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

Exhibit

Description

99.1

Press Release by Flexsteel Industries, Inc. dated October 4, 2022.

104

Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)


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.

FLEXSTEEL INDUSTRIES, INC.

(Registrant)

Date:

By:

/s/ G. Alejandro Huerta

October 4, 2022

G. Alejandro Huerta

Chief Financial Officer


Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘8-K’ Filing    Date    Other Filings
12/14/22None on these Dates
Filed on:10/4/22
For Period end:9/30/22
 List all Filings 


1 Subsequent Filing that References this Filing

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

 1/27/23  Flexsteel Industries Inc.         S-8         1/27/23    4:67K                                    Donnelley … Solutions/FA
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