Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of

Certain Officers; Compensatory Arrangements of Certain Officers.

At the Corporation's annual meeting of shareholders on May 24, 2021 (the "2017 Annual Meeting"), the Corporation's shareholders approved the HNI Corporation 2021 Stock-Based Compensation Plan (the "Plan"). The Plan was approved by the Board on May 10, 2021.

The Plan permits the Corporation to issue to its members (i.e., employees), including the Corporation's executive officers, stock-based compensation awards in the form of Nonqualified Stock Options, Incentive Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Deferred Stock Units, Performance Shares, Performance Share Units, Performance Units, and Other Stock-Based Awards. The Board has reserved 6,624,100 shares of the Corporation's common stock, par value $1.00 per share ("Common Stock"), for issuance under the Plan, consisting of (i) 2,150,000 shares of Common Stock newly authorized for issuance under the Plan, (ii) 856,233 shares of Common Stock, which represents the number of shares of Common Stock remaining available for issuance under the "Prior Plans" (as defined in the Plan) as of March 9, 2021, and (iii) 3,617,867 shares of Common Stock underlying equity awards issued under the Prior Plans that were outstanding as of March 9, 2021 and that may be available for future awards under the Plan pursuant to Section 4.1(a) thereof.

A description of the Plan is set forth under "Proposal No. 4 - Approval of the HNI Corporation 2021 Stock-Based Compensation Plan" in the Corporation's definitive proxy statement filed with the Securities and Exchange Commission ("SEC") on April 12, 2021 (as supplemented, the "Proxy Statement"), and is incorporated herein by reference.

The foregoing description of the Plan is qualified in its entirety by reference to the full text of the Plan, which is incorporated by reference as Exhibit 10.1 to this Current Report, by reference to Appendix A to the Proxy Statement.

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

At the 2021 Annual Meeting, the proposals listed below were submitted to a vote of the shareholders. The proposals are described in the Proxy Statement. As of March 25, 2021, the record date for the 2021 Annual Meeting, there were 43,535,271 outstanding shares of Common Stock eligible to vote, and 38,417,922 shares were present in person or represented by proxy at the 2021 Annual Meeting.

Proposal No. 1 - Election of Directors. The Corporation's shareholders approved four nominees, Mary A. Bell, Mary K.W. Jones, and Ronald V. Waters, III, for election to the Board for a term expiring at the Corporation's 2024 Annual Meeting of Shareholders, with votes as follows:


       Director                 % For1       For         Against     Abstain     Broker
                                                                                Non-Votes
       Mary A. Bell             99.78%    34,692,098     792,764        0       2,933,060
       Mary K.W. Jones          99.34%    35,101,352     383,510        0       2,933,060
       Ronald V. Waters, III    99.10%    33,193,147    2,291,715       0       2,933,060

1Percentage of votes cast, which excludes abstentions (in accordance with Iowa


                           law) and broker non-votes.

The Corporation's other Directors: (i) Jeffrey D. Lorenger, Larry B. Porcellato, and Abbie J. Smith continue to serve as directors for terms ending at the Corporation's 2022 Annual Meeting of Shareholders; and (ii) Miguel M. Calado, Cheryl A. Francis, John R. Hartnett, and Dhanusha Sivajee continue to serve as directors for terms ending at the Corporation's 2023 Annual Meeting of Shareholders.

Proposal No. 2 - Ratification of KPMG LLP as the Corporation's Independent Registered Public Accountant for Fiscal 2021. The Corporation's shareholders ratified the selection of KPMG LLP as the Corporation's independent registered public accountant for the fiscal year ending January 1, 2022, with votes as follows:

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              % For1       For         Against     Abstain     Broker Non-Votes
              99.19%    38,160,059     83,742      174,121            0

1Percentage of votes cast, which excludes abstentions (in accordance with Iowa law).

Proposal No. 3 - Advisory Vote to Approve Named Executive Officer Compensation. The Corporation's shareholders approved, on an advisory basis, the compensation awarded by the Corporation to its Named Executive Officers as disclosed in the Proxy Statement with votes as follows:


              % For1       For         Against     Abstain     Broker Non-Votes
              97.94%    34,553,248     725,496     206,117        2,933,060

1Percentage of votes cast, which excludes abstentions (in accordance with Iowa law) and broker non-votes.

Proposal No. 4 - Approval of the HNI Corporation 2021 Stock-Based Compensation Plan. The Corporation's shareholders approved the Plan with votes as follows:



              % For1       For         Against     Abstain     Broker Non-Votes
              96.87%    34,185,845    1,103,395    195,622        2,933,060

1Percentage of votes cast, which includes abstentions pursuant to the NYSE Listed Company Manual but excludes broker non-votes.

Item 9.01 Financial Statements and Exhibits.

The following exhibit is filed as part of this Current Report on Form 8-K.



Exhibit No.    Description
     10.1                   HNI Corporation 2021 Stock-Based Compensation Plan (incorporated by
                          reference from Appendix A to the Corporation's Proxy Statement filed on
                          April 12, 2021)

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