2 unchanged sentences
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.
−Removed: The Company performed an evaluation under the supervision and with the participation of its
−Removed: 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, 2023.
+Added: 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, 2024.
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).
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Othe r Information
+Added: Rule 10b5-1 Trading Plans
+Added: On May 10, 2024 , Mr.
+Added: Derek Schmidt , an officer of the Company, terminated a previously established dividend reinvestment election on certain Company shares held inside employee retirement plans.
+Added: Other than as described above, for the quarter ended June 30, 2024, none of our directors or officers adopted , modified or terminated a "Rule 10b5-1 trading arrangement" or a "non-Rule 10b5-1 trading arrangement" as each term is defined in Item 408(a) of Regulation S-K.
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
14 unchanged sentences
The exhibits listed in the accompanying index to exhibits are filed or incorporated as part of this Annual Report on Form 10-K.
−Removed: The following financial statement schedules for the years ended June 30, 2023, 2022 and 2021 are submitted herewith:
+Added: The following financial statement schedule for the years ended June 30, 2024, 2023, and 2022 is submitted herewith:
VALUATION AND QUALIFYING ACCOUNTS
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(in thousands)
−Removed: Beginning of
Reductions to
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Accounts Receivable Allowances:
−Removed: VAT Allowances:
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.
1 unchanged sentence
August 30, 2024
−Removed: /S/ Jerald K.
−Removed: Chief Executive Officer
+Added: Chief Executive Officer and Director
(Principal Executive Officer)
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August 30, 2024
−Removed: /S/ Jerald K.
Chief Executive Officer and Director
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August 30, 2024
−Removed: Chief Financial Officer and Chief Operating Officer
+Added: /S/ Michael J.
+Added: Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)
3 unchanged sentences
August 30, 2024
−Removed: August 25, 2023
/S/ William S.
August 30, 2024
−Removed: /S/ Matthew A.
+Added: /S/ Jerald K.
August 30, 2024
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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).
−Removed: Amended and Restated Bylaws of the Company (incorporated by reference to Form 8-K, as filed with the Securities and Exchange Commission on December 10, 2021).
+Added: Amended and Restated Bylaws of the Company (incorporated by reference to Form 8-K, as filed with the Securities and Exchange Commission on March 8, 2024).
Description of the Company’s common stock (incorporated by reference to Exhibit No.
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Dittmer dated August 30, 2019 (incorporated by reference to Form 8-K filed with the Securities and Exchange Commission on September 5, 2019).
+Added: Transition and Retirement Agreement and Release with Mr.
+Added: Dittmer dated April 25, 2024 (incorporated by reference to the Form 8-K filed with the Securities and Exchange Commission on April 29, 2024.*
Letter Agreement dated March 10, 2020, by and between Flexsteel Industries, Inc.
Schmidt (incorporated by reference to Form 8-K filed with the Securities and Exchange Commission on March 18, 2020).
+Added: Employment Agreement between the Company and Derek P.
+Added: Schmidt dated April 25, 2024 (incorporated by reference to the Form 8-K filed with the Securities and Exchange Commission on April 29, 2024).*
Credit Agreement dated August 28, 2020, between Flexsteel Industries, Inc.
9 unchanged sentences
Second Amendment to the Credit Agreement between Flexsteel Industries, Inc.
−Removed: and Wells Fargo Bank, National Association, dated May 24, 2023.
−Removed: Letter Agreement dated May 6, 2022 by and between Flexsteel Industries, Inc.
−Removed: and Alejandro Huerta (incorporated by reference to Form 8-K filed with the Securities and Exchange Commission on May 24, 2022).
+Added: and Wells Fargo Bank, National Association, dated May 24, 2023 (incorporated by reference to Form 10-K filed with the Securities and Exchange Commission on August 25, 2023).
+Added: Letter Agreement dated January 10, 2024 by and between Flexsteel Industries, Inc.
+Added: and Michael Ressler (incorporated by reference to Form 8-K filed with the Securities and Exchange Commission on January 11, 2024).
2022 Equity Incentive Plan (incorporated by reference to Form 8-K filed with the Securities and Exchange Commission on December 16, 2022).
Form of Stock Option Agreement under the 2022 Equity Incentive Plan (incorporated by reference to Form 10-Q filed with the Securities and Exchange Commission on February 8, 2023).
−Removed: Form of Performance Share Unit Agreement under the 2022 Equity Incentive Plan.
−Removed: Form of Restricted Stock Unit Agreement under the 2022 Equity Incentive Plan.
+Added: Form of Performance Share Unit Agreement under the 2022 Equity Incentive Plan (incorporated by reference to Form 10-K filed with the Securities and Exchange Commission on August 25, 2023).
+Added: Form of Restricted Stock Unit Agreement under the 2022 Equity Incentive Plan (incorporated by reference to Form 10-K filed with the Securities and Exchange Commission on August 25, 2023).
+Added: Board Observer Agreement between the Company and F.
+Added: Brooks Bertsch dated April 17, 2024 (incorporated by reference to the Form 8-K filed with the Securities and Exchange Commission on April 18, 2024).
Subsidiaries of the Company.
4 unchanged sentences
Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
+Added: Incentive Compensation Clawback Policy adopted October 6, 2023.
Management contracts, compensatory plans and arrangements required to be filed as an exhibit to this report.
10 unchanged sentences
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.