Other Information
−Removed: 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.
+Added: During the three months ended July 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.
−Removed: 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”).
+Added: 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 September 3, 2024 (the “Waiver”).
A copy of the Waiver is filed herewith as Exhibit 10.3 to this Quarterly Report on Form 10-Q and its terms are hereby incorporated by reference into this Item 5.
5 unchanged sentences
Amended and Restated Bylaws of the Company, as amended (See Exhibit 3.2)
−Removed: 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.
−Removed: 000-25349) filed on May 3, 2024)
−Removed: 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.
+Added: Form of Performance Stock Units Grant Agreement, for grants made in fiscal 2025
+Added: Form of RSU Time-based Vesting Grant Agreement, for grants made in fiscal 2025
+Added: Covenant Waiver Letter between the Company and Bank of America executed on September 3, 2024 under the Company’s Second Amended and Restated Loan Agreement dated as of September 29, 2017.
Rule 13a-14(a) Certification of the Company’s principal executive officer
8 unchanged sentences
HOOKER FURNISHINGS CORPORATION
+Added: September 6, 2024
Chief Financial Officer and
1 unchanged sentence
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.