Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(d) Effective June 14, 2021, the Board of Directors (the "Board") of
Flexsteel Industries, Inc. (the "Company") appointed Kathryn P. Dickson to the
Board. Ms. Dickson will serve as a Class II director, which class will stand for
re-election at the 2021 annual meeting of the shareholders. Ms. Dickson was
appointed as a member of the Board's Compensation Committee.
Ms. Dickson will participate in the Company's non-executive director
compensation program. Pursuant to this program, Ms. Dickson 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. Dickson will also receive an annual
retainer of $5,000 for service as a member of the Compensation 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. Dickson 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. Dickson and any other person pursuant to which
she was appointed as a director of the Company.
Item 7.01 Regulation FD Disclosure
On June 15, 2021, the Company issued a press release announcing the appointment
of Ms. Dickson to the Board of the Company. 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. on June 16, 2021.
104 Cover Page Interactive Data File (formatted as inline XBRL and contained
in Exhibit 101)
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