HOOKER FURNISHINGS Corp 8-K

What Happened

• Hooker Furnishings Corporation (HOFT) announced on January 1, 2026 that it entered into a Cooperation Agreement with Global Value Investment Corporation (GVIC). Under the agreement the company and GVIC will jointly identify and, within 45 days, appoint a mutually agreeable independent director with industry experience (the “New Director”). The Board will increase from eight to nine members, appoint the New Director to fill the vacancy (term expiring at the 2026 annual meeting) and assign the New Director to all standing committees.
• GVIC agreed to vote its shares in line with the Board’s recommendations on director elections and other proposals (with limited exceptions) and accepted customary standstill restrictions, including a cap preventing GVIC from acquiring more than 9.9% of outstanding common stock. The agreement contains mutual non‑disparagement terms and remains in effect until an agreed “Standstill Termination Date.” Separately, Board Chair W. Christopher Beeler, Jr. notified the company he will retire and will not stand for re‑election at the 2026 annual meeting; he stated this is not due to any disagreement with the company.

Key Details

• Agreement dated January 1, 2026; press release filed January 2, 2026 (Exhibit 99.1).
• Parties must identify and appoint the New Director within 45 days of the agreement.
• Board will expand from 8 to 9 directors; New Director’s term expires at the 2026 annual meeting and will be included on the Board’s recommended slate for 2026 and, subject to conditions, 2027.
• GVIC is limited to ≤9.9% ownership, agrees not to nominate directors or submit shareholder proposals, and will generally vote with the Board until the Standstill Termination Date.

Why It Matters

• The agreement signals a negotiated settlement with an activist investor that gives GVIC board representation while imposing limits on its actions. For investors, that typically reduces the likelihood of an immediate proxy fight or hostile actions by GVIC in the near term.
• Board composition and governance will change: one director (Board Chair Beeler) will step down at the 2026 meeting and a new industry‑experienced director will be added. Investors should watch the identity and background of the New Director, any strategic updates from the Board, and any disclosures ahead of the 2026 annual meeting.
• The filing does not disclose any financial terms or operational commitments beyond governance and voting/standstill provisions.