UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On April 13, 2026, the Compensation Committee (the “Committee”) of the Board of Directors of Hooker Furnishings Corporation (the “Company”) approved annual base salaries, annual cash incentives and long-term incentives for the Company’s executive officers.
Annual Base Salary
The base salary for each executive officer for 2026 will be:
| Base Salary | ||||
| Jeremy R. Hoff, CEO and Director | $ | 680,000 | ||
| C. Earl Armstrong III, CFO and Senior VP – Finance and Accounting | 375,000 | |||
Annual Cash Incentives
The annual cash incentive for each executive officer for the Company’s 2027 fiscal year, which ends January 31, 2027, will be paid if the Company attains certain revenue (30% weight) and operating income (70% weight) targets for fiscal 2027, as approved by the Board of Directors. No cash bonus is payable if the Company fails to reach the threshold performance goal range and the cash bonus is capped at 2x target payment if the Company reaches or exceeds the maximum performance goal range. There will be full interpolation for performance between the three discrete performance levels.
The annual cash incentive potential for each of the executive officers is as follows:
| If the Company Attains: | ||||||||||||
| Threshold | Target | Maximum | ||||||||||
| Jeremy R. Hoff | $ | 204,000 | $ | 680,000 | $ | 1,360,000 | ||||||
| C. Earl Armstrong III | 67,500 | 225,000 | 450,000 | |||||||||
Time-Based Restricted Stock Units (RSUs). Each time-based RSU grant vests ratably by entitling the executive officer to receive one third of the grant if he remains continuously employed with the Company through the end of each service period that ends April 13, 2027, April 13, 2028, and April 13, 2029, respectively. At the discretion of the Committee, the RSUs may be paid in shares of the Company’s common stock, cash (based on the fair market value of a share of the Company’s common stock on the date payment is made), or both. In addition to the service-based vesting requirement, 100% of an executive officer’s RSUs will vest upon a change of control of the Company and a prorated number of the RSUs will vest upon the death, disability or retirement of the executive officer. Dividends declared on unvested RSUs awards accumulate in cash and are paid out only upon vesting of the underlying shares.
The number of RSUs awarded to each executive officer is set forth in the table below.
| Executive Officer | Number of RSUs | |||
| Jeremy R. Hoff | 35,656 | |||
| C. Earl Armstrong III | 10,149 | |||
Performance-based Restricted Stock Units (“PSUs”) Each performance-based RSU entitles the executive officer to receive one share of the Company’s common stock based on the achievement of specified performance conditions (described below) if the executive officer remains continuously employed by the Company through the end of the three-year performance period. The PSUs shall vest subject to the Company’s attainment of pre-established performance goals of: (1) the Company’s absolute EPS compound annual growth rate (“EPS CAGR”) and (2) relative Total Shareholder Return as measured against the Company’s compensation peer group, both over a three-year performance period that began February 2, 2026 and ends January 28, 2029, as approved by the Committee. “Total Shareholder Return” shall be measured by the average price for the twenty trading days prior to the start of the performance period versus the average price for the last twenty trading days of the performance period. The payout or settlement of the PSUs shall be made in shares of the Company’s common stock (based on the fair market value of the shares of the Company’s common stock on the date of settlement or payment). Dividends declared on unvested PSU awards accumulate in cash and are paid out only upon vesting of the underlying shares.
The settlement or payment for each executive officer under his PSU will be the sum of the following share amounts:
| a. | An amount set forth in the table below based on the compound annual growth of the Company’s fully diluted earnings per share from continuing operations (“EPS”) over the performance period. The Company’s EPS CAGR must be at least 5% over the performance period for a payment to be made. There will be full interpolation for performance between the three discrete performance levels. |
| Executive Officer | Threshold (5%) | Target (10%) | Maximum (25%) | |||||||||
| Jeremy R. Hoff | 5,348 | 17,828 | 35,656 | |||||||||
| C. Earl Armstrong III | 1,522 | 5,075 | 10,149 | |||||||||
| b. | An amount set forth in the table below based on the Company’s growth of Total Shareholder Return over the performance period relative to a group of specified peer companies. Payout capped at target if the Company’s Total Shareholder Return for the performance period is negative. There will be full interpolation for performance between the three discrete performance levels. |
| Executive Officer | Threshold (25%) | Target (50%) | Maximum (75%) | |||||||||
| Jeremy R. Hoff | 5,348 | 17,828 | 35,656 | |||||||||
| C. Earl Armstrong III | 1,522 | 5,075 | 10,149 | |||||||||
Item 9.01. Financial Statements and Exhibits.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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Signature
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.
| HOOKER FURNISHINGS CORPORATION | ||
| By: | /s/ C. Earl Armstrong III | |
| C. Earl Armstrong III | ||
| Chief Financial Officer and | ||
| Senior Vice-President – Finance and Accounting | ||
Date: April 17, 2026
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