HNI Corporation
 


Exhibit B
Form of Director Resignation

[Date]

[Address]
Attention: Chairman of the Board of Directors of HNI Corporation


Dear __________:


In accordance with the HNI Corporation Corporate Governance Guidelines regarding majority voting in director elections, I hereby tender my resignation as a director of HNI Corporation ("HNI"), provided that this resignation shall be effective ninety (90) days after the date of the certification of the election results only in the event that I fail to receive a number of votes sufficient for re-election (as provided in the By-laws of HNI Corporation) at any future meeting of the shareholders of HNI at which my seat on the HNI Board of Directors will be subject to re-election (an "Applicable Annual Meeting").

If I am re-elected at an Applicable Annual Meeting, this resignation will not be effective, and it shall continue thereafter in accordance with its terms and apply to subsequent Applicable Annual Meetings. If I am not re-elected at an Applicable Annual Meeting, this resignation shall be effective as set out above.

This resignation may not be withdrawn by me at any time.


Very truly yours,

___________________________
Director




 

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