HNI Corporation 408 East
Second Street, Muscatine, Iowa 52761, Tel 563 272 7400, Fax 563 272 7347,
www.hnicorp.com
June 5,
2009|
Ms.
Pamela
Long VIA
EDGAR AND FEDERAL EXPRESS
Assistant
Director
U.S.
Securities and Exchange Commission
Division
of Corporation Finance
Mail
Stop 7010
100
F Street, N.E.
Washington,
D.C. 20549
Re: HNI
Corporation
Amendment No. 1 to Registration Statement on Form S-3
Filed April 28, 2009
File No. 333-157578
Definitive Proxy Statement on Schedule 14A
Filed March 30, 2009
File No. 1-14225
Form 10-K for the year ended January 3, 2009
Filed February 27, 2009
File No. 1-14225
Dear
Ms. Long:
Reference
is made to your letter dated May 7, 2009 regarding comments by the staff
of the Division of Corporation Finance (the "Staff") of the Securities and
Exchange Commission (the "Commission") with respect to the above-captioned
filings of HNI Corporation (the "Corporation," "we," "us," or
"our"). This letter responds to each comment of that
letter. For ease of reference, the numbered paragraphs below
correspond to the numbered paragraphs in that letter. The Staff
comments appear in bold and italics and the responses of the Corporation
follow immediately thereafter. Enclosed herewith is a marked
copy of the revised registration statement showing our changes to the
amended registration statement based on your
comments.
|
.
Ms. Pamela
Long
U.S.
Securities and Exchange Commission
Page
2
June 5,
2009
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Amendment
No. 1 to Registration Statement on Form S-3
1. We note
your response to comment five from our letter dated March 23, 2009 and
reissue this comment. Please be advised that you may not
qualify your summary in this manner. Refer to Rule 411 (c) of
Regulation C. In addition, please remove the statement that the
summary description is not complete. A summary by its nature is
not complete. The use of this statement suggests that you may
not have summarized the material provisions.
The
Corporation respectfully acknowledges the Staff’s comment with respect to
the qualifying language contained in the "Description of Common Stock,"
"Description of Preferred Stock" and "Certain Provisions of Iowa Law and
The Corporation's Articles of Incorporation and By-laws" sections of the
registration statement and has revised such qualifying language
accordingly. In addition, the Corporation has removed the
statement regarding the incomplete nature of the summary from each of the
three sections of the registration statement identified in the previous
sentence.
2. We note
your response to comments one and nine from our letter dated March 23,
2009 and reissue these comments with respect to the legal
opinion. In this regard, we note that counsel must opine that
the guarantees, purchase contracts and units will be binding obligations
of the company.
The
Corporation respectfully acknowledges the Staff's comment with respect to
the legal opinion and had counsel revise the opinion to include a
statement that the guarantees, purchase contracts and units will be
binding obligations of the Corporation.
3. We note
your response to comment 11 from our letter dated March 23, 2009 and
reissue this comment. In this regard, we note that counsel has
filed its new legal opinion, which continues to include the language noted
in our prior comment.
The
Corporation respectfully acknowledges the Staff's comment with respect to
qualification of the legal opinion and had counsel revise the opinion to
change the date on which the opinion is qualified from the date of the
opinion to the effective date of the registration
statement.
4. With
respect to each co-registrant, please file its articles of incorporation
and bylaws. Refer to Item 601 (b)(3) of Regulation
S-K. |
Ms. Pamela
Long
U.S. Securities and Exchange Commission
Page 3
June 5, 2009
|
The
Corporation respectfully acknowledges the Staff's comment with respect to
filing the articles of incorporation and bylaws for each co-registrant and
has revised the registration statement accordingly.
Definitive
Proxy Statement on Schedule 14A
5. Where a
comment below requests additional disclosures or other revisions to be
made, please show us in your supplemental response what the revisions will
look like. These revisions should be included in your future
filings.
Compensation
Discussion and Analysis, page 17
Financial Goals, page
20
6. We note
disclosure that
you consider the economic profit goals and achievements of HON, HNII and
Lamex "to be confidential." Please provide us with a detailed
explanation for such conclusion, and note that we may have additional
comments. Refer to Instruction 4 to Item 402(b) of Regulation
S-K.
The
Corporation previously resolved a very similar comment from the Staff in
connection with the Staff's review of the Corporation's Definitive Proxy
Statement on Schedule 14A filed with the Commission on on March 23,
2007. Please refer to the Corporation's correspondence to the
Staff dated November 16, 2007 and January 25, 2008 in response to the
Staff's comments as well as the Corporation's confidential treatment
requests dated November 16, 2007 and January 25, 2008. Please
let me know if you would like copies of either the correspondence or the
confidential treatment requests.
7. We note
the financial goals disclosed at the bottom of page 20. Please
disclose the actual results and how they correlated to the payments set
forth in the table on page 22. Please also comply with this
comment with respect to the goals established for your performance plan,
as discussed beginning on page 23.
The
Corporation respectfully acknowledges the Staff's comment and will
disclose in future filings, as applicable, the actual results (i.e.,
economic profit achievement) for the Corporation as a whole
and
|
Ms.
Pamela Long
U.S. Securities and Exchange Commission
Page 4
June 5, 2009
|
Hearth
& Home Technologies Inc. ("HHT"), one of the Corporation's operating
units and the only operating unit included in the Corporation's hearth
products operating segment, if such results are material to an
understanding of the Corporation's executive compensation
program. In such situations, the Corporation will also disclose
how the actual results correlate to any payments made to the named
executive officers.
The
Corporation did disclose, on page 20 of the Corporation's Definitive Proxy
Statement on Schedule 14A filed March 30, 2009 (the "Proxy Statement"),
the actual results for HHT - $(21,275,000) economic profit achievement in
2008. Such results earned Bradley D. Determan, one of the
Corporation's named executive officers whose compensation is tied to the
financial performance of HHT, a payout of $118,800 under the financial
performance component of the Corporation's annual incentive plan and are
thus material to an understanding of the Corporation's executive
compensation program. The chart below shows percentage payout for
the financial component of Mr. Determan's annual incentive award based on
the actual economic profit achievement of HHT. For HHT economic
profit achievement of $(21,275,000), Mr. Determan earned an 80% payout on
the financial component of his 2008 annual incentive award. As
disclosed in the Proxy Statement, Mr. Determan's 2008 annual incentive
award target was $247,500, 60% (or $148,500) of which is tied to
the financial performance of HHT - 80% of $148,500 is
$118,800.
|
HHT-
2008 Annual Incentive Plan Matrix
|
Economic Profit Achievement
($)
|
Financial Component of
Annual Incentive Award – Payout
(%)
|
|
(26,234,000)
|
50
|
|
(22,089,000)
|
75
|
|
(17,944,000)
|
100
|
|
(16,061,000)
|
125
|
|
(14,177,000)
|
150
|
|
(12,294,000)
|
175
|
|
(10,411,000)
|
200
|
|
The
Corporation does not believe actual results which fail to warrant a payout
to named executive officers under the financial performance component of
the Corporation’s annual incentive plan are material to an understanding
of the Corporation’s executive compensation
program. Consequently, the Corporation did not disclose the
actual results for the Corporation as such results were insufficient to
warrant a payout under the financial performance component of the
Corporation’s annual incentive plan for Stan A. Askren and Kurt A. Tjaden,
two of the named executive officers whose compensation is tied to the
financial performance of the
Corporation.
|
Ms.
Pamela Long
U.S. Securities and Exchange Commission
Page 5
June 5, 2009
|
The
Corporation takes the same position with respect to disclosure of actual
results (i.e., cumulative economic profit achievement) for the Corporation
as a whole and the Corporation's office furniture and hearth products
operating segments under the Corporation's Long-Term Performance Plan (the
"LTPP") - results insufficient to warrant payouts for named executive
officers are not material to an understanding of the Corporation's
executive compensation program. Consequently, the Corporation did
not disclose the actual results for the Corporation or the Corporation's
office furniture and hearth products operating segments as such results
were insufficient to warrant a payout under the LTPP for any of the named
executive officers.
Long-Term Incentives, page 22
8. We note that
you target long-term incentive payments for the market median.
Please disclose how each named executive officer's payments measured
against the market median.
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|
|
|
The
Corporation respectfully acknowledges the Staff's comment and will
disclose in future filings, as applicable, how the long-term incentive
target awards for each of the Corporation's named executive officers
compare against the market median long-term incentive target awards for
comparable positions. Please note the Corporation generally sets targeted long-term
incentive compensation for each of the named executive officers
approximately at the market median (see pages 22 and 23 of the Proxy
Statement). The Corporation does not target actual long-term
incentive payouts at the market median. The Corporation derives
the market median primarily from the competitive review and analysis of
the Corporation's executive compensation program produced by Mercer Human
Resource Consulting, described on page 19 of the Proxy
Statement. In future filings, as applicable, the Corporation
will include a table similar to the table set forth below comparing the
long-term incentive target awards for the named executive officers in 2008
against the market median long-term incentive target awards for comparable
positions.
|
|
Participant
|
Total
Long-Term
Incentive Target Award ($) (1)
|
Base
Salary at
Time
of Award ($)
|
Total
Long-Term
Incentive Target Award
(%
of Base Salary)
|
Market
Median
Long-Term
Incentive Target Award
(%
of Base Salary)
|
|
Stan
A. Askren
|
1,470,004
|
735,004
|
200
|
234
|
|
Kurt
A. Tjaden
|
495,000
|
330,000
|
150
|
168
|
|
Bradley
D. Determan
|
430,383
|
286,915
|
150
|
114
|
|
Jerald
K. Dittmer
|
405,610
|
324,501
|
125
|
139
|
|
Marco
V. Molinari
|
479,226
|
319,501
|
150
|
107
|
|
|
Notes
|
|
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(1)
The amounts in this column consist of stock option grants and LTPP awards,
but do not include special stock option grants to Messrs. Determan and
Dittmer on May 6, 2008 valued at $300,000 and $88,750,
respectively. The amount set forth for Mr. Tjaden has been
annualized for the three-year performance period of the
award. Mr. Tjaden’s actual total long-term incentive target
award was prorated based on his start date of August 25, 2008 and equaled
$231,757.
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Ms.
Pamela Long
U.S. Securities and Exchange Commission
Page 6
June 5, 2009
|
Executive
Stock Ownership Guideline, page 29
9. Please
disclose whether the named executive officers are in compliance with your
stockholding guidelines. Please also comply with this comment
with respect to the directors, as discussed on page 38.
The
Corporation respectfully acknowledges the Staff's comment and will
disclose in future filings, as applicable, whether (i) the Corporation's
named executive officers are in compliance with the Corporation's
executive stock ownership guidelines and (ii) the Corporation's directors
are in compliance with the Corporation's policy with regard to stock
ownership by directors. As of January 3, 2009, the end of the
Corporation's 2008 fiscal year, none of the Corporation's named executive
officers with five or more years of service were in compliance with the
Corporation's executive stock ownership guidelines and six of the
Corporation's directors (Miguel M. Calado, Gary M. Christensen, Cheryl A.
Francis, Dennis J. Martin, Abbie J. Smith and Brian E. Stern) were in
compliance with the Corporation's policy with regard to stock ownership by
directors.
We
appreciate the Staff's efforts to assist us in complying with applicable
disclosure requirements and enhancing our overall
disclosure. Please contact me if you have any questions or
requests for additional information in connection with our
responses.
Sincerely,
 Steven
M. Bradford
Vice
President, General Counsel and Secretary
Enc. |