Steelcase (SCS) Proxy Filing summary

Executive summary

• HNI Corporation and Steelcase Inc. have entered into a definitive merger agreement, with HNI acquiring Steelcase through a two-step merger process, making Steelcase a wholly owned subsidiary of HNI and then merging it into an HNI subsidiary.

• Steelcase shareholders can elect to receive, for each share, either a mix of $7.20 in cash and 0.2192 HNI shares, all cash, or all stock, subject to proration and adjustment to maintain fixed aggregate cash and stock outlays.

• Based on current share prices, the implied value per Steelcase share is $16.17–$18.30, and post-merger, Steelcase shareholders will own about 36% of HNI.

• The boards of both companies unanimously recommend shareholders vote in favor of the merger and related proposals.

• Special meetings for both companies' shareholders are scheduled for December 5, 2025, to vote on the merger and related matters.

Voting matters and shareholder proposals

• HNI shareholders will vote on issuing HNI shares to Steelcase shareholders; Steelcase shareholders will vote on adopting the merger agreement and, on an advisory basis, on executive compensation related to the merger.

• Approval of the merger requires a majority of outstanding Steelcase shares and a majority of votes cast by HNI shareholders.

• Voting and support agreements have been signed by key Steelcase shareholders representing about 5.39% of voting power, obligating them to vote for the merger.

• No appraisal or dissenters' rights are available to shareholders of either company.

Board of directors and corporate governance

• After the merger, the HNI board will expand to 12 members, with two Steelcase directors joining.

• Both boards have unanimously approved the merger and recommend shareholder approval.