Hooker Furnishings (HOFT) Proxy filing summary

Executive summary

• Annual Meeting scheduled for June 9, 2026, with shareholders voting on director elections, auditor ratification, and executive compensation approval.

• Shareholders of record as of April 13, 2026, are entitled to vote; proxy materials are available online.

• The company faced a challenging fiscal 2026, with a 12.4% decrease in net sales and a consolidated net loss of $12.8 million.

• Cost reduction, business divestitures, and a new share repurchase program were implemented to enhance liquidity.

Voting matters and shareholder proposals

• Shareholders will vote to elect seven directors for one-year terms, ratify KPMG LLP as auditor, and approve executive compensation on an advisory basis.

• Shareholder proposals for the 2027 meeting must be submitted by January 8, 2027.

• A cooperation agreement with a 5%+ shareholder (GVIC) provides for the addition of a mutually agreed independent director by February 2027.

Board of directors and corporate governance

• Board will reduce from eight to seven members after the 2026 meeting; Paulette Garafalo will become Chair.

• Board committees (Audit, Compensation, Nominating/Governance) are composed entirely of independent directors.

• Board diversity is considered, with a mix of gender, race, and professional backgrounds.

• Directors are expected to attend all meetings; all attended at least 75% of meetings in fiscal 2026.

• Corporate governance guidelines and codes of conduct are in place and reviewed annually.