Flexsteel Sets Virtual Annual Meeting, Board Shrinks to Seven

TL;DR

**FLXS is streamlining its board and seeking approval for executive pay and equity plan changes; vote FOR the nominees and compensation to support stability.**

AI Summary

FLEXSTEEL INDUSTRIES INC (FLXS) is holding its annual shareholder meeting virtually on December 10, 2025, at 10:00 a.m. Central Time. Shareholders of record as of October 13, 2025, will vote on several key proposals, including the election of two Class III Directors, William S. Creekmuir and M. Scott Culbreth, to serve until the 2028 annual meeting. The Board will be reduced from eight to seven members following the election and the resignation of Thomas M. Levine, effective December 10, 2025. Shareholders will also cast advisory votes on named executive officer compensation and the frequency of future compensation votes, and approve an amendment to the 2022 Equity Incentive Plan. The company is leveraging 'notice and access' rules to provide proxy materials online, aiming to reduce printing and delivery costs. The total shares outstanding on the record date were 5,340,446 shares of common stock.

Why It Matters

This DEF 14A filing outlines critical governance decisions for Flexsteel Industries, impacting investor confidence and executive oversight. The reduction of the Board from eight to seven members, coupled with the resignation of long-serving director Thomas M. Levine, signals a potential shift in board dynamics and strategic direction. For investors, the advisory votes on executive compensation and the amendment to the 2022 Equity Incentive Plan directly affect shareholder value and alignment with management. In a competitive home furnishings market, effective governance and a clear compensation strategy are crucial for attracting and retaining talent, ultimately influencing the company's ability to innovate and compete against rivals like American Woodmark Corporation, where nominee M. Scott Culbreth serves as CEO.

Risk Assessment

Risk Level: low — The filing primarily concerns routine annual meeting proposals, such as director elections and advisory votes on compensation, which are standard corporate governance practices. There are no immediate red flags indicating significant financial or operational risks, and the board reduction from eight to seven members is a planned adjustment following a director's resignation, not a sudden exodus.

Analyst Insight

Investors should vote FOR the proposed Class III Directors, William S. Creekmuir and M. Scott Culbreth, as they bring relevant industry and financial expertise. Additionally, support the amendment to the 2022 Equity Incentive Plan to ensure the company can continue to incentivize key talent effectively.

Key Numbers

• 5,340,446 — Shares of common stock outstanding (As of the record date, October 13, 2025)
• 8 — Current number of directors (Will be reduced to 7 after the annual meeting)
• 7 — Number of directors post-meeting (Following the election of nominees and Thomas M. Levine's resignation)
• 2028 — Year Class III Directors' terms expire (If elected, William S. Creekmuir and M. Scott Culbreth will serve until this year)
• 70 — Age of William S. Creekmuir (As of October 24, 2025)
• 55 — Age of M. Scott Culbreth (As of October 24, 2025)
• 76 — Age of Thomas M. Levine (As of October 24, 2025, resigning director)
• 2019 — Year William S. Creekmuir joined the board (Director since 2019)
• 2021 — Year M. Scott Culbreth joined the board (Director since 2021)
• 2010 — Year Thomas M. Levine joined the board (Director since 2010)

Key Players & Entities

• FLEXSTEEL INDUSTRIES INC (company) — Registrant
• Thomas M. Levine (person) — Chair of the Board, resigning December 10, 2025
• William S. Creekmuir (person) — Nominee for Class III Director
• M. Scott Culbreth (person) — Nominee for Class III Director, President and CEO of American Woodmark Corporation
• Michael J. Ressler (person) — Secretary of Flexsteel Industries, Inc.
• Terence P. Calloway (person) — Class I Director appointed May 21, 2025
• American Woodmark Corporation (company) — Publicly held cabinet manufacturer where M. Scott Culbreth is CEO
• Party City Holdco Inc. (company) — Former directorship of William S. Creekmuir
• SEC (regulator) — Securities and Exchange Commission
• Nasdaq Stock Market (regulator) — Listing standards for director independence

FAQ

Industry Context

Flexsteel Industries operates in the furniture manufacturing sector, which is characterized by competition from both large-scale manufacturers and smaller, specialized producers. The industry is influenced by consumer spending on home furnishings, housing market trends, and raw material costs. Companies often focus on product innovation, distribution channels, and cost management to maintain market share.

Regulatory Implications

As a publicly traded company, Flexsteel Industries is subject to SEC regulations governing proxy solicitations and corporate governance. The use of 'notice and access' rules for proxy materials is a cost-saving measure permitted by the SEC. Compliance with disclosure requirements and shareholder voting procedures is critical.

What Investors Should Do

1. Vote on Director Nominees
2. Vote on Executive Compensation (Advisory)
3. Vote on Frequency of Executive Compensation Votes
4. Vote on Equity Incentive Plan Amendment
5. Ensure Your Vote is Counted

Key Dates

• 2025-10-13: Record Date for shareholder eligibility to vote — Determines which shareholders are entitled to vote at the annual meeting and receive proxy materials.
• 2025-10-24: Proxy materials first available to shareholders — Marks the official start of the proxy solicitation period, allowing shareholders to review information and vote.
• 2025-12-10: Annual Shareholder Meeting (virtual) — The date for shareholders to vote on key proposals, including director elections and executive compensation.

Glossary

DEF 14A

A filing with the U.S. Securities and Exchange Commission (SEC) that provides detailed information to shareholders about matters to be voted on at an annual meeting. (This document is the proxy statement for Flexsteel Industries, Inc.'s annual meeting.)

Notice and Access

An SEC rule that allows companies to furnish proxy materials to shareholders over the internet instead of mailing physical copies, aiming to reduce costs. (Flexsteel Industries is using this method to distribute its proxy materials, reducing printing and delivery expenses.)

Class III Directors

A category of directors on a company's board, typically elected for staggered three-year terms. (Two Class III Directors are up for election at the meeting, with terms expiring in 2028.)

Advisory Vote (Say-on-Pay)

A non-binding shareholder vote on the compensation of the company's named executive officers. (Shareholders will vote on the compensation of Flexsteel's named executive officers and the frequency of these votes.)

Equity Incentive Plan

A plan that allows a company to grant stock options, restricted stock, or other equity-based awards to employees and executives. (Shareholders are being asked to approve an amendment to Flexsteel's 2022 Equity Incentive Plan.)

Shares Outstanding

The total number of shares of a company's stock that are currently held by all its shareholders. (There were 5,340,446 shares of common stock outstanding as of the record date.)

Record Date

A specific date set by a company to determine which shareholders are eligible to receive dividends, vote on corporate matters, or receive other distributions. (October 13, 2025, is the record date for determining shareholders entitled to vote at the meeting.)

Year-Over-Year Comparison

This filing indicates a shift to a virtual-only annual meeting format, a strategy employed by many companies to reduce costs associated with physical gatherings. The company is leveraging 'notice and access' rules to deliver proxy materials online, aiming for further cost savings. The reduction in the Board size from eight to seven members following the meeting suggests a potential restructuring or efficiency drive within the Board's composition.

Key Financial Figures

• $1.00 — vote at the meeting, our common stock, $1.00 par value, of which there were 5,340,44

Filing Documents

• ny20055360x1_def14a.htm (DEF 14A) — 856KB
• sig_ressler.jpg (GRAPHIC) — 22KB
• sig_tmlevine.jpg (GRAPHIC) — 15KB
• ny20055360x1-pc_1.jpg (GRAPHIC) — 610KB
• ny20055360x1-pc_2.jpg (GRAPHIC) — 408KB
• 0001140361-25-039303.txt ( ) — 4368KB
• flxs-20251210.xsd (EX-101.SCH) — 4KB
• flxs-20251210_def.xml (EX-101.DEF) — 3KB
• flxs-20251210_lab.xml (EX-101.LAB) — 6KB
• flxs-20251210_pre.xml (EX-101.PRE) — 3KB
• ny20055360x1_def14a_htm.xml (XML) — 223KB

From the Filing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Definitive Proxy Statement Definitive Additional Materials Soliciting Material Pursuant to .240.14a-12 FLEXSTEEL INDUSTRIES, INC. (Name of Registrant as Specified in its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): No fee required. Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. Fee paid previously with preliminary materials: FLEXSTEEL INDUSTRIES, INC. 385 Bell St Dubuque, Iowa 52001-7004 October 24, 2025 Dear Shareholder: You are cordially invited to attend the annual meeting of shareholders of Flexsteel Industries, Inc. to be held virtually via live webcast on Wednesday, December 10, 2025, at 10:00 a.m. Central Time, at www.virtualshareholdermeeting.com/FLXS2025. This year's annual meeting will be in a virtual format only. Instructions regarding virtual meeting attendance are set forth in the Notice below. Shareholders at the close of business on Monday, October 13, 2025, will be able to participate in the virtual meeting online, vote shares electronically, and submit questions in the virtual meeting forum before and during the meeting. Prior to the meeting, you may vote your shares and submit pre-meeting questions online by visiting www.proxyvote.com and following the instructions on your proxy card. We have elected to take advantage of the "notice and access" rules of the Securities and Exchange Commission to furnish most of our shareholders with proxy materials over the internet. These rules allow us to provide you with the information you need, while reducing printing and delivery costs. Your vote on the proposals is important. Whether or not you attend the meeting, we encourage you to vote your shares in order to make certain that you are represented at the meeting. You may vote over the internet, as well as by telephone, or if you requested to receive printed proxy materials, by mailing a proxy or voting instruction card. Sincerely, Thomas M. Levine Chair of the Board Record Date: Monday, October 13, 2025 Date of Meeting: Wednesday, December 10, 2025 Time: 10:00 a.m. Central Time Place: Held virtually online via live webcast at www.virtualshareholdermeeting.com/FLXS2025 IMPORTANT Whether you own one share or many, each shareholder is urged to vote by internet or telephone, or if you received paper copies of our proxy materials, you can also mark, date, sign and promptly mail the accompanying proxy card in the enclosed envelope so that your shares will be represented at the meeting. Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting : In accordance with rules and regulations adopted by the Securities and Exchange Commission, we are furnishing our proxy materials on the Internet. "Proxy materials" means this proxy statement, our 2025 Annual Report and any amendments or updates to these documents. Our proxy materials are available on the Internet to the general public at http://materials.proxyvote.com/FLXS2025. FLEXSTEEL INDUSTRIES, INC. 385 Bell St Dubuque, Iowa 52001-7004 NOTICE OF ANNUAL MEETING OF SHAREHOLDERS To Be Held December 10, 2025 TO THE SHAREHOLDERS: The annual meeting of shareholders of Flexsteel Industries, Inc. will be held virtually via live webcast on Wednesday, December 10, 2025, at 10:00 a.m. Central Time, or at any adjournment or postponement thereof. You will be able to attend the annual meeting online, listen to the meeting live, submit questions and vote by visiting www.virtualshareholdermeeting.com/FLXS2025 and entering the 16-digit control number included in our Notice Regarding the Availability of Proxy Materials or on your proxy card (if you received a printed copy of the proxy materials). The meeting will be held for the following purposes: 1. To elect two Class III Directors to serve until the 2028 annual meeting and until their respective successors have been elected and qualified or until their earlier director class reassignment, resignation, removal, retirement or termination. 2. To approve, on an advisory basis, the compensation of our named executive officers. 3. To approve, on an advisory basis, the frequency of future advisory votes on the Compensation of the Company's named executive officers. 4. To approve an amendment to the Flexsteel Industries, Inc. 2022 Equity Incentive Plan. 5. To consider such other business as may properly come before the meeting or any adjournments or postponements thereof. October 13, 2025, has been fixed as the record dat

View Full Filing

View this DEF 14A filing on SEC EDGAR