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INTERFACE INC Regulatory Filings 2025

May 15, 2025

31898_rns_2025-05-15_0b31ae14-1102-4e29-8901-ddbff23b4019.zip

Regulatory Filings

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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): May 15, 2025

INTERFACE INC

______

(Exact name of Registrant as Specified in its Charter)

Georgia 001-33994 58-1451243
(State or other Jurisdiction of Incorporation or Organization) (Commission File Number) (IRS Employer Identification No.)
1280 West Peachtree Street NW 30309
(Address of principal executive offices) (Zip code)

Registrant’s telephone number, including area code: ( 770 ) 437-6800

Not Applicable

(Former name or former address, if changed since last report)

Securities Registered Pursuant to Section 12(b) of the Act:

Title of Each Class Trading Symbol(s) Name of Each Exchange on Which Registered
Common Stock, $0.10 Par Value Per Share TILE Nasdaq Global Select Market

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 CFR 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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 5.07. Submission of Matters to a Vote of Security Holders.

Annual Meeting of Shareholders

(a) The Company held its annual meeting of shareholders on May 15, 2025.

(b) The matters considered at the annual meeting, and votes cast for, against or withheld, as well as the number of abstentions and broker non-votes, relating to each matter were:

(i) Election of Directors (elected by plurality vote):

For Withheld Non-Votes
John P. Burke 49,556,163 1,355,645 3,072,958
Dwight Gibson 50,857,283 54,525 3,072,958
Daniel T. Hendrix 49,969,230 942,578 3,072,958
Laurel M. Hurd 50,260,843 650,965 3,072,958
Christopher G. Kennedy 48,238,385 2,673,423 3,072,958
Joseph Keough 50,297,229 614,579 3,072,958
Catherine M. Kilbane 50,596,370 315,438 3,072,958
K. David Kohler 49,083,971 1,827,837 3,072,958
Catherine Marcus 49,760,272 1,151,536 3,072,958
Robert T. O'Brien 50,295,812 615,996 3,072,958

(ii) Approval of executive compensation:

For: 46,558,360
Against: 4,064,742
Abstain: 288,706
Non-Votes: 3,072,958

(iii) Ratification of the appointment of Ernst & Young LLP to serve as independent registered public accounting firm for 2025:

For: 53,175,503
Against: 214,370
Abstain: 594,893
Non-Votes: 0

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No. Description
104 The cover page from this Current Report on Form 8-K formatted in Inline XBRL (included as Exhibit 101)

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 hereunto duly authorized.

INTERFACE, INC.
By: /s/ David B. Foshee
David B. Foshee
Vice President
Date: May 15, 2025