r8ka2272015.htm


 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

______________________

FORM 8-K/A
(Amendment No. 1)

CURRENT REPORT
Pursuant to Section 13 or 15(d) of The
Securities Exchange Act of 1934


Date of Report (Date of earliest event reported):  January 13, 2015


HNI Corporation
(Exact name of registrant as specified in charter)


Iowa
1-14225
42-0617510
(State or other jurisdiction
of incorporation)
(Commission File Number)
(IRS Employer
Identification No.)


408 East Second Street, P.O. Box 1109, Muscatine, Iowa  52761-0071
(Address of principal executive offices, including Zip Code)


Registrant's telephone number, including area code:  (563) 272-7400


N/A
(Former name or former address, if changed since last report)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.):

o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 

 
 

 
 
 


Explanatory Note

HNI Corporation (the "Corporation") is filing this Amendment No. 1 on Form 8-K/A to amend its Current Report on Form 8-K filed on January 16, 2015.

Section 4 — Matters Related to Accountants and Financial Statements

Item 4.01      Changes in Registrant's Certifying Accountant.

As previously reported, the Audit Committee ("Audit Committee") of the Board of Directors, at its meeting January 13, 2015, approved the appointment of KPMG LLP ("KPMG") to serve as the Corporation's independent registered public accounting firm for fiscal year 2015 and dismissed PricewaterhouseCoopers LLP ("PwC") effective upon the issuance of its reports on the consolidated financial statements as of and for the fiscal year ended January 3, 2015 and the effectiveness of internal control over financial reporting as of January 3, 2015 to be included in the Corporation's Form 10-K.  On February 27, 2015, the Corporation filed its 2014 Annual Report on Form 10-K and its auditor-client relationship with PwC ended.

The reports of PwC on the Corporation's consolidated financial statements as of and for the years ended January 3, 2015 and December 28, 2013 did not contain an adverse opinion or a disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope or accounting principles.
 
During the years ended January 3, 2015 and December 28, 2013, and during the subsequent interim period through February 27, 2015, there have been no disagreements between the Corporation and PwC on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of PwC, would have caused PwC to make reference thereto in their reports on the Corporation's financial statements for those periods, and there were no reportable events within the meaning of Item 304(a)(1)(v) of Regulation S-K.

The Corporation provided PwC with a copy of the disclosures in this Current Report on Form 8-K/A and requested from PwC a letter addressed to the Securities and Exchange Commission indicating whether it agrees with the disclosures.  A copy of PwC's letter dated February 27, 2015 is attached as Exhibit 16.1.

During the fiscal years ended January 3, 2015 and December 28, 2013 and the subsequent interim period through February 27, 2015, the Corporation did not consult with KPMG regarding (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Corporation's financial statements, and neither a written report nor oral advice was provided to the Corporation that KPMG concluded was an important factor considered by the Corporation in reaching a decision as to the accounting, auditing or financial reporting issue; (ii) any matter subject to a disagreement within the meaning of Item 304(a)(1)(iv) of Regulation S-K or (iii) any reportable event within the meaning of Item 304(a)(1)(v) of Regulation S-K.

Section 9 — Financial Statements and Exhibits

Item 9.01      Financial Statements and Exhibits.

Exhibit No.                      Description

     16.1                              Letter of PwC, dated February 27, 2015.

 
 
 



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.
 
 
  HNI Corporation  
       
Date:  February 27, 2015
By:
/s/ Kurt A. Tjaden  
    Kurt A. Tjaden   
    Vice President and Chief Financial Officer  
       
 

 
 
 




Exhibit Index


Exhibit No.                      Description

    16.1                               Letter of PwC, dated February 27, 2015.