HNI (HNI) Proxy Filing summary

Executive summary

• Achieved over 15% non-GAAP EPS growth for the third consecutive year, with consolidated operating margin at its highest since 2007, driven by profit transformation and Kimball International (KII) synergies.

• Workplace Furnishings segment saw margin expansion and profit growth, with KII synergies exceeding expectations and projected to reach $60 million by 2026.

• Residential Building Products segment maintained margin expansion despite top-line pressure from housing market weakness and high mortgage rates.

• Entered 2025 with strong earnings growth visibility through 2026, focusing investments on growth amid ongoing economic uncertainty.

• Recognized as one of America's Most Responsible Companies for the sixth consecutive year.

Voting matters and shareholder proposals

• Shareholders to vote on reelection of three directors, ratification of KPMG LLP as independent auditor, and advisory approval of executive compensation.

• Board recommends voting FOR all proposals.

• Shareholders of record as of March 10, 2025, are entitled to vote; meeting to be held virtually on May 15, 2025.

Board of directors and corporate governance

• Board expanded to 11 directors in 2024, with all directors attending meetings and committees.

• Three standing committees: Audit, Compensation, and Governance, all comprised of independent directors.

• Combined Chairman/CEO role with a Lead Director to ensure effective governance and oversight.

• Board regularly meets in executive session without management.

• Board diversity in skills, experience, gender, and ethnicity; at least three-fourths of directors are independent.