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) December 10, 2018
FLEXSTEEL INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
| Minnesota | 0-5151 | 42-0442319 |
|
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| 385 Bell St, Dubuque, Iowa | 52001 |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code 563-556-7730
| (Former name or former address, 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))
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 5.07 Submission of Matters to a Vote of Security Shareholders
The Annual Meeting of Shareholders of Flexsteel Industries, Inc. was held on December 10, 2018 in Minneapolis, Minnesota. At the meeting, shareholders approved the following:
To elect three (3) Class II Directors to serve until the year 2021 Annual Meeting and until their respective successors have been elected and qualified or until their earlier resignation, removal or termination.
There were 7,883,777 issued and outstanding shares of common stock entitled to vote at the Annual Meeting. At the Annual Meeting, 5,952,366 total shares of stock were present in person or by proxy, representing 75.50% of the total voting power of the issued and outstanding shares of common stock.
The voting results on the foregoing proposal were as follows:
| Proposal | For | Withheld | Against | Abstain | Broker Non-Votes | |||||
| I. | Election of Directors | |||||||||
| Nominee | ||||||||||
| Mary C. Bottie | 4,512,768 | 1,439,598 | ||||||||
| Eric S. Rangen | 5,855,111 | 97,255 | ||||||||
| Nancy E. Uridil | 5,746,656 | 205,710 |
Item 8.01 Other Events
On December 10, 2018, the Company’s Board of Directors appointed Thomas M. Levine as the Chair of the Board and Eric S. Rangen as the Chair of the Audit and Ethics Committee.
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: | December 12, 2018 | By: | /s/ Marcus D. Hamilton | |||
| Marcus D. Hamilton | ||||||
| Chief Financial Officer and | ||||||
| Principal Financial and Accounting Officer | ||||||