Independent
Tenure on this board
4.1 yrs
Also a director at
Huntsman Corp (HUN)
Meeting calendar
FLXS · Annual meeting · Wednesday, December 9, 2026
Flexsteel Industries Inc
3 nominees · 3 ballot items.
Shareholders will vote on the election of three Class I directors, advisory approval of named executive officer compensation, and any other business properly brought before the meeting.
Market cap
$344M
1Y TSR
+122.0%
Board grade
B
Record date
Oct 12, 2026
Filing
DEF 14A
Filed Oct 23, 2026 · DEF 14A
Proposals
On the ballot3
- 1
Election of Three Class I Directors
ManagementBoard: FORElect Jeanne McGovern, Terence P. Calloway, and Anand S. Kangala as Class I directors to serve until the 2029 annual meeting and until their successors are elected and qualified.
- 2
Advisory Vote to Approve Executive Compensation
ManagementBoard: FORApprove, on an advisory basis, the compensation of the Company's named executive officers as disclosed in the Executive Compensation section, including the summary compensation table and related narrative disclosure.
More detail
Proposal II asks shareholders to provide a non-binding advisory approval of the compensation paid to Flexsteel’s named executive officers. The resolution covers the executive compensation disclosures in the proxy statement, including the summary compensation table and related narrative explanation. The vote is required under Section 14A of the Securities Exchange Act and is commonly known as a say-on-pay vote. Flexsteel states that the Board and Compensation Committee will review and consider the voting results when making future executive compensation decisions. The company’s program combines base salary, annual cash incentives, long-term equity awards, and selected benefits and perquisites. Fiscal 2026 annual incentives were tied primarily to adjusted operating income and net sales, while long-term awards included performance shares and restricted stock units. The filing reports that the company achieved 180% of the weighted average fiscal 2026 cash-incentive target and 194% of the adjusted operating income goal for the completed three-year performance period. The Board is seeking approval to support its pay-for-performance framework and shareholder oversight, although the advisory vote does not legally bind the company. The Board recommends voting FOR because it believes the disclosed compensation appropriately aligns executive rewards with company performance, retention, and shareholder interests.
- 5
Other Business
ManagementConsider such other business as may properly come before the meeting or any adjournments or postponements thereof.
More detail
The notice reserves authority for shareholders to consider other business that may properly come before the annual meeting. The filing does not identify any specific additional matter presently known to management. The proxy statement says the company does not expect other business beyond routine or procedural matters. If another matter is properly presented, the persons named in the proxy will have discretion to vote on it. This is a standard residual agenda item rather than a substantive proposal with defined terms. No shareholder proponent or separate supporting statement is identified. The filing provides no specific management policy rationale beyond facilitating orderly treatment of properly presented business. Because no particular issue is described, the Board does not state a FOR or AGAINST recommendation. The item therefore permits discretionary proxy voting subject to applicable meeting and proxy rules.
Director elections
Nominees on the ballot3
Independent
Tenure on this board
1.4 yrs
Independent
Tenure on this board
0.1 yrs
Ownership
Latest 13F quarterTop institutional holders10
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | DIMENSIONAL FUND ADVISORS LP | 8.5% | 348,225 | $26M |
| 2 | AMERICAN CENTURY COMPANIES INC | 4.1% | 168,615 | $13M |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 3.8% | 156,470 | $12M |
| 4 | RENAISSANCE TECHNOLOGIES LLC | 3.6% | 146,955 | $11M |
| 5 | BlackRock, Inc. | 3.2% | 132,193 | $10M |
| 6 | BlackRock, Inc. | 3.1% | 125,504 | $9M |
| 7 | PUNCH & ASSOCIATES INVESTMENT MANAGEMENT, INC.Activist | 2.2% | 91,525 | $7M |
| 8 | GEODE CAPITAL MANAGEMENT, LLC | 2.0% | 81,234 | $6M |
| 9 | STATE STREET CORP | 1.9% | 78,384 | $6M |
| 10 | ACADIAN ASSET MANAGEMENT LLC | 1.9% | 76,816 | $6M |
Peers
Nearest market capOther Consumer Cyclical sector meetings6
Upcoming shareholder meetings at Flexsteel Industries Inc’s closest sector peers — compare boards, ballots, and ownership across the cohort.
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Reference
Frequently asked questions
- When is the Flexsteel Industries Inc 2026 annual meeting?
- Flexsteel Industries Inc (FLXS) holds its 2026 annual shareholder meeting on Wednesday, December 9, 2026.
- What is the record date for the Flexsteel Industries Inc 2026 meeting?
- The record date for the Flexsteel Industries Inc 2026 meeting is Monday, October 12, 2026. Shareholders of record on or before that date are eligible to vote.
- Who are the director nominees for Flexsteel Industries Inc's 2026 meeting?
- The board is presenting 3 director nominees at the Flexsteel Industries Inc 2026 meeting, listed with their independence status and background.
- What proposals will shareholders vote on at the Flexsteel Industries Inc 2026 meeting?
- Shareholders will vote on 3 proposals at the Flexsteel Industries Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.
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