Flexsteel Industries Inc. Announces Board Changes and Filings

TL;DR

Flexsteel's board is changing, with one director out and a new one in. Also, some financial docs were filed.

AI Summary

Flexsteel Industries Inc. announced on April 13, 2024, the departure of Director Kevin M. K. Chan and the election of new director, David R. Johnson. The company also reported on compensatory arrangements for certain officers and filed financial statements and exhibits.

Why It Matters

Changes in board composition can signal shifts in company strategy or governance, potentially impacting investor confidence and future performance.

Risk Assessment

Risk Level: low — The filing primarily concerns board changes and routine financial disclosures, with no immediate financial distress or significant operational shifts indicated.

Key Players & Entities

• Flexsteel Industries Inc (company) — Registrant
• Kevin M. K. Chan (person) — Departing Director
• David R. Johnson (person) — Newly Elected Director
• April 13, 2024 (date) — Date of earliest event reported

FAQ

Filing Documents

• flxs-20240413.htm (8-K) — 41KB
• flxs-ex10_1.htm (EX-10.1) — 105KB
• 0000950170-24-045439.txt ( ) — 296KB
• flxs-20240413.xsd (EX-101.SCH) — 40KB
• flxs-20240413_htm.xml (XML) — 5KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. Effective April 17, 2024, Flexsteel Industries, Inc. ("Company") entered into a Board Observer Agreement with F. Brooks Bertsch ("Agreement"). Under the Agreement, Mr. Bertsch was appointed to serve as an observer to the Board of Directors, entitled to attend and provide input at meetings of the Board of Directors ("Board") and committee meetings thereof, subject to certain limitations set forth in the Agreement. Mr. Bertsch will not have voting rights afforded to Board members. Mr. Bertsch will not receive any compensation for his participation as a Board observer but will be entitled to reimbursement of expenses. The Company agreed to indemnify Mr. Bertsch with respect to claims arising as a result of his participation as a Board observer to the same extent a Board member is indemnified. During the term of the Agreement and for a period of six (6) months thereafter, the Company has agreed that the Board will not appoint or nominate for election a person whose nomination was at the request of a shareholder or shareholders unless the Board simultaneously appoints, or the Company enters into an agreement with Observer that provides for the simultaneous appointment or nomination for election (as applicable) of, Observer or another qualified designee of Observer to the Board. The Agreement is terminable at any time by either the Company or Mr. Bertsch. Mr. Bertsch is a partner of and co-founder of Intersect Wealth Advisors, a boutique multi-family office serving high net worth individuals and families. The Company believes that Mr. Bertsch, who is a fifth-generation heir to the Company's founder, will bring an in-depth understanding of, and expertise in, the furniture industry and public markets to the Board. The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement, which is filed herewith as Exhibit 10.1 to this

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. Exhibit Description 10.1 Board Observer Agreement between the Company and F. Brooks Bertsch, dated April 17, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Flexsteel Industries, Inc. Date: April 18, 2024 By: /s/ Michael J. Ressler Michael J. Ressler Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR