2012 Proxy Statement (PDF) - Flexsteel Industries, Inc.

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DIRECTORS CONTINUING TO SERVE WHOSE TERMS EXPIRE AT THE 2013 ANNUAL MEETING, CLASS III Jeffrey T. Bertsch Age 57 Director since 1997 Lynn J. Davis Age 65 Director since 1999 Eric S. Rangen Age 55 Director since 2002 Nancy E. Uridil Age 60 Director since 2010 Senior Vice President Corporate Services, 1989 to present, Flexsteel Industries, Inc.; Director, American Trust and Savings Bank (an Iowa bank). Mr. Bertsch brings knowledge of Flexsteel culture and provides insight and perspective on operations, finance, supply-chain management and information technology. Retired President and Chief Operating Officer, 2005 to 2006, August Technology (a public supplier of inspection equipment for microelectronic industry); Partner, 2002 to 2005, Tate Capital Partners (private investment firm); President, 2001, ADC Telecommunications, Inc. (a public supplier of network infrastructure products and services); Director, Automated Quality Technologies, Inc. (manufacturer of noncontact measurement equipment); Director and Chairman of Compensation Committee, Superconductor Technologies, Inc. (a public manufacturer of high temperature superconducting materials). Mr. Davis brings a wide range of experience through his service in various management roles and as an independent director. Mr. Davis brings experience in finance, general management, human resources, marketing, sales and manufacturing. Mr. Davis is the Chairman of the Board of Directors and a member of the Audit and Ethics Committee. The Board has determined that he is an “audit committee financial expert” as defined by SEC rules. Mr. Davis has served on the Nominating and Compensation Committee. Senior Vice President and Chief Accounting Officer, 2006 to present, UnitedHealth Group (a public diversified health and well-being company); Executive Vice President and Chief Financial Officer, 2001 to 2006, Alliant Techsystems Inc. (a public advanced weapons and space systems company); Partner 1994 to 2001, Deloitte & Touche LLP (an accounting firm). Mr. Rangen brings experience in finance, general management, and human resources. Mr. Rangen is Chair of the Audit and Ethics Committee. The Board has determined that he is an “audit committee financial expert” as defined by SEC rules. Mr. Rangen has served on the Nominating and Compensation Committee. Senior Vice President, 2005 to present, Moen Incorporated (plumbing and accessories for residential and commercial use); Senior Vice President, 2000 to 2005, Estee Lauder Companies (skin care, makeup, fragrance and hair care products); Senior Vice President, 1996 to 2000, Mary Kay, Inc. (cosmetics and direct marketing); Multiple positions from 1974 to 1996, Proctor & Gamble (consumer packaged goods). Ms. Uridil brings operational expertise in engineering, quality, manufacturing and worldwide distribution and logistics. Ms. Uridil is a member of the Nominating and Compensation Committee. 6
DIRECTORS CONTINUING TO SERVE WHOSE TERMS EXPIRE AT THE 2014 ANNUAL MEETING, CLASS I Ronald J. Klosterman Age 64 Director since 2005 Thomas M. Levine Age 63 Director since 2010 Robert J. Maricich Age 62 Director since 2010 Karel K. Czanderna Age 56 Director since 2012 Retired Chief Executive Officer, 2006 to 2012; President, 2005 to 2012; Chief Operating Officer, 2005 to 2006; Director of Operations, 2004 to 2005; Executive Vice President and Chief Financial Officer, 1995 to 2005, Flexsteel Industries, Inc.; Director, EDSB (an Iowa bank); Director, Iowa Health System (network of hospitals in Iowa and Illinois). Mr. Klosterman brings in-depth knowledge of Flexsteel’s business and culture and experience in finance, human resources, operations, manufacturing, and general management. Independent Management Advisor, 1995 to present; Executive Vice President, 1982 to 1999, Fostin Capital Corp (a venture capital investment management company); Vice President, 1982 to 1994, Foster Industries, Inc. (a private investment company); Partner, 1980 to 1982, Associate, 1974 to 1979, Berkman Ruslander Pohl Lieber & Engel (a corporate law firm). Mr. Levine brings experience in general management, business and legal matters. Mr. Levine is a member of the Audit and Ethics Committee. The Board has determined that he is an “audit committee financial expert” as defined by SEC rules. Chief Executive Officer, May 2011 to present, International Market Centers, L. P. (the world’s largest owner and operator of markets and showrooms for the furniture, home décor and gift industries in High Point, NC and Las Vegas, NV); President and Chief Executive Officer, 2008 to 2011, of the predecessor company, World Market Center Ventures LLC; President and Chief Executive Officer, 2000 to 2007 and Senior Vice President, 1996 to 1999, Century Furniture Industries, Inc. (a furniture manufacturer); President, 1990 to 1996 of two operating companies of LADD Furniture Co., Inc.( a furniture manufacturer). Mr. Maricich brings experience in engineering, manufacturing, product development, sales and marketing and general management. Mr. Maricich is a member of the Nominating and Compensation Committee. President and Chief Executive Officer, July 2012 to present, Flexsteel Industries, Inc.; Group President of Building Materials, 2008 to 2011, Owens Corning (a global producer of building materials, glass-fiber reinforcements and engineered materials for composite systems); Multiple positions from 2002 to 2008, Whirlpool Corporation (a manufacturer and marketer of major home appliances) including: Vice President, North America Cooking Products and Outdoor Kitchens Businesses, 2007 to 2008, Vice President and General Manager, Global KitchenAid and Jenn- Air Businesses, 2005 to 2007, Vice President, Global Refrigeration and Water Products; Multiple positions from 1984 to 2002, Eastman Kodak Company (a multinational imaging and photographic equipment, materials and services company). Ms. Czanderna brings experience in marketing, product development, manufacturing, human resources and general management. The Board has determined that the Board shall consist of 12 members and has nominated, based on the recommendation of the Nominating and Compensation Committee, Mary C. Bottie, Patrick M. Crahan, Robert E. Deignan and James R. Richardson for election as Class II Directors of the Company. All nominees have been previously elected by the shareholders. The Class II Directors’ next term expires at the 2015 Annual Meeting or upon their respective successors being elected and qualified or until their earlier resignation, removal or termination. It is the intention of the proxies named herein to vote FOR these nominees unless otherwise directed in the proxy. 5
Page 1 and 2: FLEXSTEEL INDUSTRIES, INC. P.O. Box
Page 3 and 4: FLEXSTEEL INDUSTRIES, INC. P.O. Box
Page 5: DIRECTORS WHOSE TERMS EXPIRE AT THE
Page 9 and 10: Annual Incentive Program. The plan
Page 11 and 12: Outstanding Equity Awards at Fiscal
Page 13 and 14: Board of Directors CORPORATE GOVERN
Page 15 and 16: Audit and Ethics Committee Report T
Page 17 and 18: OWNERSHIP OF STOCK BY CERTAIN BENEF
Page 19 and 20: SECTION 16(a) BENEFICIAL OWNERSHIP
Page 21 and 22: FLEXSTEEL INDUSTRIES, INC. P.O. BOX

2012 Proxy Statement (PDF) - Flexsteel Industries, Inc.

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