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

(e) At the Company's Annual Meeting of Shareholders ("Annual Meeting") of Flexsteel Industries, Inc. (the "Company") held on December 9, 2020, the Company's shareholders approved an amendment to the Company's Omnibus Stock Plan (as amended the "Amended Plan") to increase the number of shares of common stock reserved for issuance from 700,000 shares to 950,000 shares. The Amended Plan is a long-term incentive plan pursuant to which awards may be granted to certain employees, independent contractors and directors of the Company, in the form of incentive stock options, non-qualified stock options, stock appreciation rights, restricted stock, restricted stock units and performance-based awards.

The foregoing description of the Amended Plan is not complete and is qualified in its entirety by the complete terms and conditions of the Amended Plan, which is attached hereto as Exhibit 10.1 and incorporated herein by reference. In addition, a description of the material terms of the Amended Plan was included in the Company's definitive proxy statement for the Annual Meeting, which was filed with the Securities and Exchange Commission on October 26, 2020 ("Proxy Statement").

Item 5.07. Submission of Matters to a Vote of Security Holders.

At the Annual Meeting, the Company's shareholders took the following actions:

(i)The shareholders elected two Class I directors to serve as members of the Company's Board of Directors until the year 2023 Annual Meeting. The shareholders present in person or by proxy cast the following number of votes in connection with the election of directors, resulting in the election of both director nominees:



Nominee           Votes For Votes Withheld
Matthew A. Kaness 4,883,967    410,546
Thomas M. Levine  4,994,714    299,799

(ii)The shareholders approved on an advisory vote to approve the compensation of the Company's named executive officers. There were 4,992,059 votes cast for the proposal; 267,169 votes were cast against the proposal; 35,285 votes abstained; and there were 0 broker non-votes.

(iii)The shareholders approved an amendment to the Company's Amended Plan to increase the number of shares of common stock reserved for issuance from 700,000 to 950,000 as discussed in item 5.02 above. There were 3,557,577 votes cast for the proposal; 1,588,184 votes were cast against the proposal; 148,752 votes abstained; and there were 0 broker non-votes.

Item 9.01. Financial Statements and Exhibits.

(d)Exhibits

The following exhibit is furnished as part of this Current Report on Form 8-K:

Exhibit No. Description


  10.1        Amended and Restated Omnibus Stock Plan  .



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