Document





UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

______________________


FORM 8-K

______________________


CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): July 11, 2018

______________________

STEELCASE INC.
(Exact name of registrant as specified in its charter)
 
Michigan
1-13873
38-0819050
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS employer identification number)
 
 
 
901 44th Street SE
 
 
Grand Rapids, Michigan
 
49508
(Address or principal executive offices)
 
(Zip code)
 
 
 
Registrant's telephone number, including area code: (616) 247-2710
 
 
 
None
(Former address, if changed since last report)
______________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CRF 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))








Item 1.01. Entry into a Material Definitive Agreement.

Steelcase Inc. (the “Company”) is a party to the Second Amended and Restated Credit Agreement, dated as of September 23, 2016 among the Company and JPMorgan Chase Bank, N.A., as Administrative Agent; Bank of America, N.A., and Wells Fargo Bank, National Association as Co-Syndication Agents; HSBC Bank USA, National Association as Documentation Agent; and certain other lenders (the “Credit Agreement”), pursuant to which the Company has a $125 million committed unsecured revolving syndicated credit facility. On July 12, 2018, the Company and the other parties to the Credit Agreement entered into Amendment No. 1 to the Credit Agreement which increased the aggregate unsecured revolving loan commitment under the Credit Agreement to $200 million. The Company retains the option, subject to certain conditions, to further increase the aggregate commitment under the facility by up to $75 million, by obtaining at least one commitment from one of more lenders.

Fifth Third Bank, a wholly owned subsidiary of Fifth Third Bancorp, has committed $16 million under the Credit Agreement, as amended. Fifth Third Bancorp or its subsidiaries hold more than 5% of the Company’s Class A and Class B common stock as fiduciary, agent or custodian for individual or institutional customers.

The foregoing description is qualified in its entirety by reference to Amendment No. 1 to the Credit Agreement, a copy of which is filed with this Current Report as Exhibit 10.1 and is incorporated herein by reference.

Item 5.07. Submission of Matters to a Vote of Security Holders.
 
The Company held its annual meeting of shareholders on July 11, 2018.  At that meeting, shareholders voted on three proposals presented in the Company's Proxy Statement dated May 30, 2018 relating to the annual meeting.  The results of the votes are as follows.
·  
Proposal 1:  Election of twelve nominees to the Board of Directors
 
 
For
 
Against
 
Abstentions
 
 
Nominee
 
Votes
 
% of
Total Votes
 
Votes
 
% of
Total Votes
 
Votes
 
% of
Total Votes
 
Broker
Non-Votes
Lawrence J. Blanford
 
314,584,632

 
91.8%
 
26,001,177

 
7.6%
 
1,914,367

 
0.6%
 
8,243,106

Timothy C.E. Brown
 
324,489,699

 
94.7%
 
16,098,168

 
4.7%
 
1,912,309

 
0.6%
 
8,243,106

Connie K. Duckworth
 
335,866,082

 
98.1%
 
4,722,148

 
1.4%
 
1,911,946

 
0.6%
 
8,243,106

David W. Joos
 
335,071,944

 
97.8%
 
5,515,305

 
1.6%
 
1,912,927

 
0.6%
 
8,243,106

James P. Keane
 
336,982,472

 
98.4%
 
3,607,062

 
1.1%
 
1,910,642

 
0.6%
 
8,243,106

Todd P. Kelsey
 
336,515,440

 
98.3%
 
4,070,108

 
1.2%
 
1,914,628

 
0.6%
 
8,243,106

Jennifer C. Niemann
 
339,081,006

 
99.0%
 
1,511,433

 
0.4%
 
1,907,737

 
0.6%
 
8,243,106

Robert C. Pew III
 
336,915,058

 
98.4%
 
3,676,692

 
1.1%
 
1,908,426

 
0.6%
 
8,243,106

Cathy D. Ross
 
336,825,034

 
98.3%
 
3,764,196

 
1.1%
 
1,910,946

 
0.6%
 
8,243,106

Peter M. Wege II
 
335,068,535

 
97.8%
 
5,518,807

 
1.6%
 
1,912,834

 
0.6%
 
8,243,106

P. Craig Welch, Jr.
 
336,975,122

 
98.4%
 
3,613,445

 
1.1%
 
1,911,609

 
0.6%
 
8,243,106

Kate P. Wolters
 
335,103,079

 
97.8%
 
5,489,010

 
1.6%
 
1,908,087

 
0.6%
 
8,243,106

 
·  
Proposal 2:  Advisory vote to approve named executive officer compensation
For
 
Against
 
Abstentions
 
 
Votes
 
% of
Total Votes
 
Votes
 
% of
Total Votes
 
Votes
 
% of
Total Votes
 
Broker
Non-Votes
312,337,530

 
98.1%
 
3,782,508

 
1.2%
 
2,180,128

 
0.7%
 
8,243,106






·  
Proposal 3:  Ratification of independent registered public accounting firm
For
 
Against
 
Abstentions
Votes
 
% of
Total Votes
 
Votes
 
% of
Total Votes
 
Votes
 
% of
Total Votes
322,150,071

 
98.7%
 
2,096,659

 
0.6%
 
2,296,542

 
0.7%

Item 8.01. Other Events.

On July 12, 2018, the Company completed the acquisition of all of the outstanding capital stock of Smith System Manufacturing Company.

Item 9.01. Financial Statements and Exhibits.

d)    EXHIBITS.

Exhibit
No.
Description
 
 
10.1
Amendment No. 1 to Second Amended and Restated Credit Agreement, dated as of September 23, 2016 among the Company and JPMorgan Chase Bank, N.A., as Administrative Agent; Bank of America, N.A., and Wells Fargo Bank, National Association as Co-Syndication Agents; HSBC Bank USA, National Association as Documentation Agent; and certain other lenders







SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
STEELCASE INC.
 


By: 
/s/ David C. Sylvester
 
David C. Sylvester
Senior Vice President, Chief Financial Officer
(Duly Authorized Officer and
Principal Financial Officer)
Date: July 16, 2018





Exhibit Index
Exhibit
No.
Description
 
 
Amendment No. 1 to Second Amended and Restated Credit Agreement, dated as of September 23, 2016 among the Company and JPMorgan Chase Bank, N.A., as Administrative Agent; Bank of America, N.A., and Wells Fargo Bank, National Association as Co-Syndication Agents; HSBC Bank USA, National Association as Documentation Agent; and certain other lenders