Sector: Industrials
HNI CORP · Meeting: May 20, 2026
Directors FOR
3
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Election of Directors
Hartnett has served since August 2016, brings strong manufacturing and financial oversight experience from a 42-year career at Illinois Tool Works, chairs the Audit Committee with financial expert designation, attended all meetings, holds no excessive outside board seats, and HNI's 3-year price return of +51.2% falls only 8.4 percentage points below the XLY benchmark — well short of the 65-point threshold required to trigger an AGAINST vote for a company with strong positive absolute returns.
Porcellato has served since August 2004 and brings CEO-level experience in building products, financial expertise, and governance experience; attended all meetings; holds no excessive outside public board seats; and the TSR underperformance gap of 8.4 percentage points versus XLY is far below the 65-point trigger threshold for a company with strong positive absolute 3-year returns.
Sivajee has served since July 2019, brings relevant digital marketing and e-commerce expertise, attended all meetings, holds no excessive outside board seats, and the 8.4-percentage-point gap versus XLY is far below the 65-point threshold required to trigger an AGAINST vote given HNI's strong positive 3-year absolute return.
All three nominees — Hartnett, Porcellato, and Sivajee — pass all policy screens: no overboarding, full meeting attendance, relevant qualifications, no familial relationships with management, and HNI's 3-year absolute return of +51.2% with only an 8.4-percentage-point gap to the XLY benchmark is far below the 65-point threshold needed to trigger TSR-based AGAINST votes. FOR on all three.
CEO
Jeffrey D. Lorenger
Total Comp
$8,218,947
Prior Support
97%%
CEO total compensation of approximately $8.2 million reflects a pay mix where roughly 51% is variable and performance-based — meeting the policy's 50%+ variable pay threshold — with meaningful metrics tied to multi-year financial goals (Adjusted EBITDA over a 3-year period) and annual Adjusted EBIT targets that produced above-target payouts consistent with actual financial outperformance. The prior year say-on-pay vote received 97% shareholder support, reflecting broad shareholder satisfaction, and the company has a strong clawback policy, stock ownership requirements, and no problematic pay practices such as excise tax gross-ups or employment contracts. While HNI's 3-year stock return of +51.2% slightly trails the XLY benchmark by 8.4 percentage points, this modest gap does not constitute a pay-for-performance misalignment given that the incentive structure is tied to objective internal financial metrics that were legitimately earned.
Auditor
KPMG LLP
Tenure
11 yrs
Audit Fees
$2,945,000
Non-Audit Fees
$685,000
KPMG has served since 2015 — approximately 11 years — well below the 25-year tenure threshold that would raise independence concerns. Non-audit fees (audit-related fees of $660,000 plus tax fees of $25,000 = $685,000) represent about 23% of audit fees of $2,945,000, comfortably below the 50% threshold. KPMG is a Big 4 firm fully appropriate for a $2.6 billion public company, and no material restatements are disclosed.
HNI's 2026 annual meeting presents a clean ballot with no significant governance concerns: all three director nominees pass policy screens on overboarding, attendance, qualifications, and TSR benchmarks; KPMG passes all auditor independence and tenure tests; and the executive pay program features a majority of variable compensation tied to multi-year measurable financial goals, a strong prior-year approval rate of 97%, and no problematic structural features. All three proposals receive FOR determinations.
