Flexsteel Industries (FLXS) Proxy filing summary

Executive summary

• Virtual annual meeting scheduled for December 9, 2026; October 12 record date, with 4,162,413 common shares outstanding and one vote per share.

• Shareholders will vote on three Class I director nominees and an advisory resolution approving named executive officer compensation.

Voting matters and shareholder proposals

• Board recommends FOR Jeanne McGovern, Terence P. Calloway and Anand S. Kangala for terms expiring in 2029; election requires a plurality of votes cast.

• Board recommends FOR advisory approval of named executive officer compensation; approval requires a majority of shares present and entitled to vote, and abstentions count against.

• After shareholders favored annual say-on-pay voting in 2025, the Board set advisory compensation votes annually until the next frequency vote, required at least once every six years.

• 2027 proxy-inclusion proposals are due by June 25, 2027; other proposals and director nominations are due by September 11, 2027, subject to meeting-date provisions.

Board of directors and corporate governance

• Board has seven directors, six independent; independent Jeanne McGovern serves as Chair, separate from the CEO, with independent directors meeting periodically in executive sessions.

• F. Brooks Bertsch resigned April 28, 2026; Anand S. Kangala joined September 11, 2026, and is nominated with McGovern and Calloway for Class I seats.

• All directors attended 100% of Board and applicable committee meetings in FY2026; the Board held 11 meetings.

• Board committees held 5 Audit and Ethics, 8 Compensation, and 6 Nominating and Governance meetings in FY2026; the Audit and Ethics Committee identified Creekmuir and McGovern as financial experts.