HNI (HNI) Proxy filing summary

Executive summary

• Achieved a fourth consecutive year of double-digit non-GAAP diluted EPS growth, with strong profit and margin expansion in both Workplace Furnishings and Residential Building Products segments, despite challenging macroeconomic conditions.

• Completed the largest acquisition in company history with Steelcase, expected to add $1.20 to non-GAAP diluted EPS over five years and provide significant cost synergies and industry transformation.

• Recognized for responsibility and sustainability, including Newsweek's Most Responsible Companies and TIME's Best Mid-Size Companies.

• Entering 2026 with improved fundamentals, $6 billion in revenue, $800 million adjusted EBITDA, and $350 million annual free cash flow.

Voting matters and shareholder proposals

• Shareholders will vote to elect three directors, ratify KPMG LLP as independent auditor for FY ending January 2, 2027, and approve executive compensation on an advisory basis.

• Board recommends voting FOR all proposals.

Board of directors and corporate governance

• Board size adjusted to 10 directors post-Annual Meeting, with recent additions following the Steelcase acquisition.

• All Board committees (Audit, Compensation, Governance) are composed of independent directors.

• Board leadership structure combines Chairman/CEO roles with a Lead Director to ensure effective governance.

• Board diversity includes gender, ethnicity, and a mix of skills in finance, operations, technology, and sustainability.