Hooker Furnishings (HOFT) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for June 3, 2025, with shareholders voting on director elections, auditor ratification, and executive compensation approval.

• Shareholders of record as of April 7, 2025, are eligible to vote; proxy materials are available online.

• The Board recommends voting in favor of all proposals, including the election of eight directors and ratification of KPMG LLP as auditor.

Voting matters and shareholder proposals

• Shareholders will vote to elect eight directors for one-year terms, ratify KPMG LLP as auditor for fiscal 2026, and approve executive compensation on an advisory basis.

• Shareholder proposals for the 2026 meeting must be submitted by January 2, 2026, with specific requirements for inclusion.

Board of directors and corporate governance

• Board consists of an independent chair, CEO, retired CFO, and five other independent directors.

• All independent directors serve on all committees; CEO and retired CFO do not serve on committees.

• Board and committees met regularly, with all directors attending at least 75% of meetings.

• Board diversity includes a mix of gender and race/ethnicity, with a range of industry, financial, and governance expertise.

• Corporate Governance Guidelines and Code of Business Conduct and Ethics are in place and available online.