Item 5. Other Information
Item 5. Other Information
During the three months ended April 28, 2024, no director or officer of the Company adopted , terminated or modified a ‘Rule 10b5-1 trading arrangement’ or ‘non-Rule 10b5-1 trading arrangement,’ as each term is defined in Item 408(a) of Regulation S-K.
As further described under “Liquidity, Financial Resources and Capital Expenditures” in Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations herein, the Company entered into a covenant waiver with BofA under the Existing Loan Agreement on June 5, 2024 (the “Waiver”). A copy of the Waiver is filed herewith as Exhibit 10.2 to this Quarterly Report on Form 10-Q and its terms are hereby incorporated by reference into this Item 5.
Item 6. Exhibits
3.1
Articles of Incorporation of the Company, as amended as of September 16, 2021 (incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q (SEC File No. 000-25349) for the quarter ended October 31, 2021)
3.2*
Amended and Restated Bylaws of the Company, as amended September 5, 2023 (incorporated by reference to Exhibit 3.2 to the Company’s Quarterly Report on Form 10-Q (SEC File No. 000-25349) for the quarter ended July 30, 2023)
4.1
Articles of Incorporation of the Company, as amended (See Exhibit 3.1)
4.2
Amended and Restated Bylaws of the Company, as amended (See Exhibit 3.2)
10.1
The 2024 Amendment and Restatement of the Hooker Furnishings Corporation Stock Incentive Plan (incorporated by reference to Appendix A to the Company’s 2024 Proxy (SEC File No. 000-25349) filed on May 3, 2024)
10.2*
Covenant Waiver Letter between the Company and Bank of America executed on June 5, 2024 under the Company’s Second Amended and Restated Loan Agreement dated as of September 29, 2017.
31.1*
Rule 13a-14(a) Certification of the Company’s principal executive officer
31.2*
Rule 13a-14(a) Certification of the Company’s principal financial officer
32.1**
Rule 13a-14(b) Certification of the Company’s principal executive officer and principal financial officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101*
Interactive Data Files (formatted as Inline XBRL)
104*
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
*Filed herewith
** Furnished herewith
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Table of Contents
SIGNATURE
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 thereunto duly authorized.
HOOKER FURNISHINGS CORPORATION
Date: June 7, 2024
By:
/s/ Paul A. Huckfeldt
Paul A. Huckfeldt
Chief Financial Officer and
Senior Vice President – Finance and Accounting
30
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.