What changed in this filing

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Item 9A. Controls and Procedures

2020-08-31 compared with 2019-09-13 · 70 added, 78 removed, 69 unchanged (68% of the section changed)

and Procedures

Evaluation of disclosure controls and procedures – Based on their evaluation as of the end of the period covered by this Annual Report on Form 10-K, the Company’s chief executive officer and chief financial officer have concluded that disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) were effective as of June 30, 2019.

Management’s Annual Report on Internal Control Over Financial Reporting – Management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) or 15d-15(f) of the Securities Exchange Act of 1934, as amended.

The Company performed an evaluation under the supervision and with the participation of its management, including the CEO and CFO, to assess the effectiveness of the design and operation of its disclosure controls and

procedures under the Exchange Act as of June 30, 2019.

Item 9A Controls and Procedures

In making this assessment, the Company used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control — Integrated Framework (2013).

Based on those criteria, management concluded that the internal control over financial reporting is effective as of June 30, 2020.

The effectiveness of the Company’s internal control over financial reporting as of June 30, 2019, has been audited by Deloitte & Touche LLP, the Company’s independent registered public accounting firm, as stated in their report in Part II, Item 8 of this Form 10-K.

Executive Officers and Corporate Governance

information contained in the Company’s 2019 definitive proxy statement to be filed with the Securities and Exchange Commission

under the sections captioned “Proposal 1 Election of Directors,” “Corporate Governance – Audit and Ethics

Committee,” “Corporate Governance – Nominating Matters,” “Corporate Governance – Code of Ethics”

and “Corporate Governance – Delinquent Section 16(a) Reports” is incorporated herein by reference.

The information contained in the Company’s 2019 definitive proxy statement to be filed with the Securities and Exchange Commission under the sections captioned “Director Compensation,” “Corporate Governance – Compensation Committee Interlocks and Insider Participation” and “Executive Compensation” is incorporated herein by reference.

Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The information contained in the Company’s 2019 definitive proxy statement to be filed with the Securities and Exchange Commission under the sections captioned “Ownership of Stock By Directors and Executive Officers,” “Ownership of Stock by Certain Beneficial Owners,” and “Equity Compensation Plan Information” is incorporated herein by reference.

Relationships and Related Transactions, and Director Independence

The information contained in the Company’s 2019 definitive proxy statement to be filed with the Securities and Exchange Commission under the sections “Corporate Governance – Board of Directors” and “Corporate Governance – Related Party Transaction Policy” is incorporated herein by reference.

Accountant Fees and Services

The information contained in the Company’s 2019 definitive proxy statement to be filed with the Securities and Exchange Commission under the sections captioned “Independent Registered Public Accounting Firm” is incorporated herein by reference.

Financial Statement Schedules, and Reports on Form 8-K

(a) (1) Financial Statements

The financial statements of the Company are set forth above in Item 8.

(2) Schedules

The effectiveness of the Company’s internal control over financial reporting as of June 30, 2020, has been audited by Deloitte & Touche LLP, the Company’s independent registered public accounting firm, as stated in their report in Part II, Item 8 of this Form 10-K.

Other Information

Directors, Executive Officers and Corporate Governance

In accordance with General Instruction G(3) to Form 10-K, the Company intends to file with the SEC the information required by this item not later than 120 days after the end of the fiscal year covered by this Form 10-K.

Executive Compensation

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Certain Relationships and Related Transactions, and Director Independence

Principal Accountant Fees and Services

Exhibits, Financial Statements and Schedules

Financial Statements and Financial Statement Schedules

See “Index to Consolidated Financial Statements” in Part II, Item 8 of this Annual Report on Form 10-K.

Schedule II is included in Part II, Item 8, all other financial statement schedules have been omitted because they are not required or are not applicable or because the information required in those schedules either is not material or is included in the consolidated financial statements or the accompanying notes.

The exhibits listed in the accompanying index to exhibits are filed or incorporated as part of this Annual Report on Form 10-K.

The following financial statement schedules for the years ended June 30, 2020, 2019 and 2018 are submitted herewith:

1 unchanged sentence

For the Years Ended June 30, 2020, 2019 and 2018

at Beginning of Year

Reductions to Income

from Reserves

at End of Year

Receivable Allowances:

beginning balance was adjusted by $0.8 million for the adoption of Revenue Recognition ASU 2014-9.

Other schedules are omitted because they are not required or are not applicable or because the required information is included in the financial statements.

(in thousands)

‎ Beginning of

‎ Reductions to

Deductions from

Balance at End

Accounts Receivable Allowances:

VAT Allowances:

(1) The beginning balance was adjusted by $ 0.8 million for the adoption of Revenue Recognition ASU 2014-9.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

August 28, 2020

FLEXSTEEL INDUSTRIES, INC.

/S/ Jerald K.

Chief Executive Officer

(Principal Executive Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

August 28, 2020

/S/ Jerald K.

Chief Executive Officer and Director

(Principal Executive Officer)

August 28, 2020

Chief Financial Officer and Chief Operating Officer

(Principal Financial Accounting Officer)

August 28, 2020

/S/ Thomas M.

Chair of the Board of Directors

August 28, 2020

/S/ William S.

August 28, 2020

/S/ Matthew A.

August 28, 2020

Exhibit Index

Amended and Restated Articles of Incorporation of the Company (incorporated by reference to Form 8-K, as filed with the Securities and Exchange Commission on December 7, 2016).

Amended and Restated Bylaws of the Company (incorporated by reference to Form 8-K, as filed with the Securities and Exchange Commission on December 5, 2017).

Description of the Company’s common stock filed herewith.

Flexsteel Industries, Inc.

Restoration Retirement Plan (incorporated by reference to Exhibit No.

10.6 to the Annual Report on Form 10-K for the fiscal year ended June 30, 2001).

Flexsteel Industries, Inc.

Senior Officer Supplemental Retirement Plan (incorporated by reference to Exhibit No.

Description of the Company’s common stock (incorporated by reference to Exhibit No.

4.1 to the Annual Report on Form 10-K for the fiscal year ended June 30, 2019).

2009 Stock Option Plan (incorporated by reference to Appendix A from the 2009 Flexsteel definitive proxy statement).*

Flexsteel Industries, Inc.

2006 Stock Option Plan (incorporated by reference to Appendix C from the 2006 Flexsteel Proxy Statement filed with the Securities and Exchange Commission on October 31, 2006).

2009 Stock Option Plan (incorporated by reference to Appendix A from the 2009 Flexsteel definitive proxy statement).

Letter Agreement between Karel K.

2 unchanged sentences

(incorporated by reference to Form 8-K filed with the Securities and Exchange Commission on July 5, 2012).*

Restricted Stock Unit Award Agreement for Karel K.

Czanderna, dated July 1, 2012 (incorporated by reference to Exhibit 4.1 of Flexsteel’s Form S-8 filed with the Securities and Exchange Commission on August 20, 2012).

Form of Notification of Award for the Cash Incentive Compensation Plan (incorporated by reference to Form 8-K filed with the Securities and Exchange Commission on December 13, 2013).*

1 unchanged sentence

Form of Notification of Award for incentive stock options issued under the Omnibus Stock Plan (incorporated by reference to Form 8-K filed with the Securities and Exchange Commission on December 13, 2013).*

Form of Notification of Award for non-qualified stock options issued under the Omnibus Stock Plan (incorporated by reference to Form 8-K filed with the Securities and Exchange Commission on December 13, 2013).

Form of Notification of Award for director non-qualified stock options issued under the Omnibus Stock Plan (incorporated by reference to Form 8-K filed with the Securities and Exchange Commission on December 13, 2013).*

Form of Notification of Award for restricted stock units issued under the Omnibus Stock Plan (incorporated by reference to Form 8-K filed with the Securities and Exchange Commission on December 13, 2013).*

Long-Term Incentive Compensation Plan, dated July 1, 2013 (incorporated by reference to Appendix C to the Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on December 23, 2013).

Long-Term Incentive Compensation Plan, dated July 1, 2013 (incorporated by reference to Appendix B to the Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on October 28, 2013).*

Omnibus Stock Plan, dated July 1, 2013 (incorporated by reference to Appendix C to the Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on October 28, 2013).*

Purchase and Sale Agreement dated August 8, 2014 between Flexsteel Industries, Inc.

and ELHC I, LLC (incorporated by reference to Form 8-K filed with the Securities and Exchange Commission on August 14, 2014).

Completion of Acquisition of Assets dated September 26, 2014 between Flexsteel Industries, Inc.

and ELHC I, LLC.

(incorporated by reference to Form 8-K filed with the Securities and Exchange Commission on October 1, 2014).

Credit Agreement dated June 30, 2016 between Flexsteel Industries, Inc.

36 unchanged sentences

Dittmer, dated August 30, 2019 (incorporated by reference to Form 8-K filed with the Securities and Exchange Commission on September 5, 2019).

Promissory Note dated December 31, 2019 between Flexsteel Industries, Inc.

and MidWestOne Bank (incorporated by reference to Form 8-K filed with the Securities and Exchange Commission on January 3, 2020).

Letter Agreement dated March 10, 2020 by and between Flexsteel Industries, Inc.

Schmidt (incorporated by reference to Form 8-K filed with the to Form 8-K filed with the Securities and Exchange Commission on March 18, 2020).

First Amendment to the Flexsteel Industries, Inc.

Severance Plan for Management Employees, dated April 15, 2020 (incorporated by reference to Form 10-Q filed with the Securities and Exchange Commission on May 1, 2020).

Subsidiaries of the Company.

10 unchanged sentences

Management contracts, compensatory plans and arrangements required to be filed as an exhibit to this report.

101.INS XBRL Instance Document.

101.SCH XBRL Taxonomy Extension Schema Document.

101.CAL XBRL Taxonomy Extension Calculation Linkbase Document.

101.LAB XBRL Taxonomy Extension Labels Linkbase Document.

101.DEF XBRL Taxonomy Extension Definition Linkbase Document.

101.PRE XBRL Taxonomy Extension Presentation Linkbase Document.

Form 10-K Summary

September 13, 2019

FLEXSTEEL INDUSTRIES, INC.

/S/ Jerald K.

Chief Executive Officer

Principal Executive Officer

/S/ Marcus D.

Chief Financial Officer

Principal Financial and Accounting Officer

September 13, 2019

/S/ Thomas M.

Chair of the Board of Directors

September 13, 2019

/S/ William S.

September 13, 2019

/S/ Jerald K.

September 13, 2019

/S/ Michael J.

September 13, 2019

/S/ Robert J.

September 13, 2019

XBRL Instance Document**

XBRL Taxonomy Extension Schema Document

XBRL Taxonomy Extension Calculation Linkbase Document

XBRL Taxonomy Extension Labels Linkbase Document

XBRL Taxonomy Extension Definition Linkbase Document

XBRL Taxonomy Extension Presentation Linkbase Document

104.Cover Page

Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

In accordance with Regulation S-T, the XBRL-related information in Exhibit 101 to this Annual Report on Form 10-K shall be deemed to be “furnished” and not “filed.”

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures