{"url_path":"/sec/hoft/proxy/2026-05-08/000118518526001762","section_key":"body","section_title":"DEF 14A body","topic":"sec","document":{"doc_type":"DEF 14A","doc_date":"2026-05-08","source_url":"https://www.sec.gov/Archives/edgar/data/1077688/0001185185-26-001762-index.html","accession_number":"0001185185-26-001762","cik":"0001077688","ticker":"HOFT","issuer_name":"HOOKER FURNISHINGS Corp","edgar_url":"https://www.sec.gov/Archives/edgar/data/1077688/0001185185-26-001762-index.html","primary_entity_key":"0001077688","primary_entity_name":"HOOKER FURNISHINGS Corp"},"word_count":23230,"has_tables":true,"body_markdown":"****\n\n** **\n\n**Hooker\nFurnishings Corporation**\n\n**440\nEast Commonwealth Boulevard**\n\n**Martinsville,\nVirginia 24112**\n\n \n\n**NOTICE\nOF ANNUAL MEETING OF SHAREHOLDERS**\n\n \n\n**To\nbe held June 9, 2026**\n\n** **\n\nNOTICE\nIS HEREBY GIVEN that the Annual Meeting of Shareholders of Hooker Furnishings Corporation (the “Company”) will be held at\nthe Company’s Corporate Office at 440 East Commonwealth Boulevard, Martinsville, Virginia, on Tuesday, June 9, 2026, at 1:00 p.m.,\nfor the following purposes:\n\n \n\n■To\nelect as directors the seven nominees named in the attached proxy statement to serve a one-year term on the Company’s Board of\nDirectors;\n\n \n\n■To\nratify the selection of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending January\n31, 2027;\n\n \n\n■To\ncast an advisory vote to approve the compensation of the Company’s named executive officers, as disclosed in the attached proxy\nstatement; and\n\n \n\n■To\ntransact such other business as may properly be brought before the meeting or any adjournment of the meeting.\n\n \n\nThe\nshareholders of record of the Company’s Common Stock at the close of business on April 13, 2026 are entitled to notice of and to\nvote at this Annual Meeting or any adjournment of the meeting.\n\n \n\n**Even\nif you plan to attend the meeting in person, we request that you mark, date, sign and return your proxy in the enclosed self-addressed\nenvelope as soon as possible so that you may be certain that your shares are represented and voted at the meeting. Any proxy given by\na shareholder may be revoked by that shareholder at any time before the voting of the proxy.**\n\n** **\n\n \nBy Order of the Board of Directors,\n\n \n\n \n \n\n \nDonna S. Adams\n\n \nSecretary\n\n \n \n\nMay\n8, 2026\n \n\n \n\n**Important\nNotice Regarding the Availability of Proxy Materials for the\nAnnual Meeting of Shareholders to be Held on June 9, 2026**\n\n** **\n\n**The\nproxy statement and annual report to shareholders are available at:** http://www.astproxyportal.com/ast/25490\n\n \n\n \n\n**Hooker\nFurnishings Corporation**\n\n \n\n**440\nEast Commonwealth Boulevard**\n\n**Martinsville,\nVirginia 24112**\n\n \n\n**PROXY\nSTATEMENT**\n\n**ANNUAL\nMEETING OF SHAREHOLDERS**\n\n** **\n\n**June\n9, 2026**\n\n \n\nThe\nenclosed proxy is solicited by and on behalf of the Board of Directors (the “Board”) of Hooker Furnishings Corporation (the\n“Company”) for use at the Annual Meeting of Shareholders to be held on Tuesday, June 9, 2026, at 1:00 p.m., at the Company’s\nCorporate Office at 440 East Commonwealth Boulevard, Martinsville, Virginia, 24112 and any adjournment of the meeting. The matters to\nbe considered and acted upon at the meeting are described in the notice of the meeting and this proxy statement. This proxy statement\nand the related form of proxy are being mailed on or about May 8, 2026 to all holders of record on April 13, 2026 of the Company’s\ncommon stock, no par value (the “Common Stock”). Shares of the Common Stock represented in person or by proxy will be voted\nas described in this proxy statement or as otherwise specified by the shareholder. Any proxy given by a shareholder may be revoked by\nthat shareholder at any time before the voting of the proxy by:\n\n \n\n■delivering\na written notice to the Secretary of the Company;\n\n \n\n■executing\nand delivering a later-dated proxy; or\n\n \n\n■attending\nthe meeting and voting in person.\n\n \n\nThe\ncost of preparing, assembling, and mailing the proxy, this proxy statement, and any other material enclosed, and all clerical and other\nexpenses of solicitations will be borne by the Company. In addition to the solicitation of proxies by use of the mail, directors, officers,\nand employees of the Company may solicit proxies by telephone or personal interview. These people will receive no additional compensation\nfor these services but will be reimbursed for any expenses incurred by them in connection with these services. The Company will also\nrequest brokerage houses and other custodians, nominees, and fiduciaries to forward soliciting material to the beneficial owners of Common\nStock held of record by those parties and will reimburse those parties for their expenses in forwarding soliciting material.\n\n \n\n**Voting\nRights**\n\n \n\nOn\nApril 13, 2026, the record date for the Annual Meeting, there were 10,777,467 shares of Common Stock outstanding and entitled to vote.\nEach share of Common Stock entitles the holder of that share to one vote on each matter presented.\n\n \n\n**Voting\nProcedures**\n\n** **\n\nVotes\nwill be tabulated by one or more Inspectors of Elections. A majority of the total votes entitled to be cast on matters to be considered\nat the Annual Meeting constitutes a quorum. Once a share is represented for any purpose at the Annual Meeting, it is deemed to be present\nfor quorum purposes for the remainder of the meeting. Abstentions and shares held of record by a broker or its nominee (“broker\nshares”) that are voted on any matter are included in determining the number of votes present or represented at the Annual Meeting.\nHowever, broker shares that are not voted on any matter at the Annual Meeting will not be included in determining whether a quorum is\npresent at the meeting.\n\n \n\nIn\nthe election of directors, the seven nominees receiving the greatest number of votes cast in the election of directors will be elected.\nVotes that are withheld and broker shares that are not voted in the election of directors are not considered votes cast on the election\nof directors and, therefore, will have no effect on the election of directors.\n\n \n\n2\n\n \n\nActions\non all other matters to come before the meeting, including ratification of the selection of the Company’s independent registered\npublic accounting firm and the advisory vote on executive compensation will be approved if the votes cast in favor of the action exceed\nthe votes cast against it. Abstentions and broker shares that are not voted on a matter are not considered cast either for or against\nthat matter and, therefore, will have no effect on the outcome of that matter.\n\n \n\nThe\nshares represented by proxies will be voted as specified by the shareholder. If the shareholder does not specify their choice, the shares\nwill be voted:\n\n \n\n■“FOR”\nthe election of the seven director nominees listed on the proxy card;\n\n \n\n■“FOR”\nthe ratification of the selection of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year\nending January 31, 2027;\n\n \n\n■“FOR”\nthe approval, on an advisory basis, of the compensation of certain of the Company’s named executive officers as disclosed in this\nproxy statement; and\n\n \n\n■In\nthe discretion of the persons named in the proxies upon any other matter(s) that may properly come before the meeting or any adjournment\nof the meeting.\n\n \n\n**PROPOSAL\nONE**\n\n**ELECTION\nOF DIRECTORS**\n\n** **\n\nThe\nCompany proposes the election of Maria C. Duey, Paulette Garafalo, Christopher L. Henson, Jeremy R. Hoff, Paul A. Huckfeldt, Tonya H.\nJackson, and Ellen C. Taaffe to hold office until the next Annual Meeting of Shareholders is held and their successors are elected. All\nnominees listed were previously elected directors by the shareholders. Each director nominee has consented to being named as a nominee\nfor election at the Annual Meeting. The Board of Directors of the Company presently consists of eight directors whose terms expire at\nthe time of the 2026 Annual Meeting upon election of their successors. On January 1, 2026, W. Christopher Beeler, Jr., the current Chair\nof the Board, notified the Company that he planned to retire from the Board and will not stand for re-election at the Company’s\n2026 Annual Meeting. He will continue to serve through the remainder of his current term, and effective upon the end of his term at the\nannual meeting, the size of the Company’s Board of Directors will be reduced from eight to seven directors. Based on the recommendation\nof the Nominating and Corporate Governance Committee, and assuming reelection as a director, the Board has elected Paulette Garafalo\nto serve as its new Chair beginning immediately following the Annual Meeting.\n\n \n\nThe\nshares represented by proxies will be voted as specified by the shareholder. If the shareholder returns a properly executed proxy card\nbut does not specify their choice, the shares will be voted in favor of the election of the nominees listed on the proxy card. If any\nnominee should not continue to be available for election, the shares represented by those proxies will be voted for the election of such\nother person as the Board of Directors may recommend. As of the date of this proxy statement, the Board of Directors has no reason to\nbelieve that any of the nominees named below will be unable or unwilling to serve.\n\n \n\n3\n\n \n\n**Board\nMatrix**\n\n** **\n\nThe\nmatrix below summarizes as of the date of this proxy statement certain of the key experiences, qualifications, skills, and attributes\nthat the directors proposed for election bring to the Board to enable effective oversight.  This matrix is intended to provide a\nsummary of the directors’ qualifications and is not a complete list of each director’s strengths or contributions to the\nBoard. Additional details on each director’s experiences, qualifications, skills, and attributes are set forth in their biographies\nthat follow. In addition, none of the directors self-identified LGBTQ+ status or any additional racial or ethnic demographic background\nother than the backgrounds shown in the matrix below.\n\n \n\nBoard Matrix For Directors Proposed for Election\n\n  \n  \n  \n    \n  \n  \n  \n \n\n**Knowledge, Skills and Experience** \nDuey \nGarafalo \n **Henson**  \nHoff \nHuckfeldt \nJackson \nTaaffe\n\n**Industry Experience**** **\n**Home\nDurables**** **\n**Fashion/\nApparel/\nRetail**** **\n** ****Finance**** **** **\n**Home\nDurables**** **\n**Home\nDurables**** **\n**Technology /\nManufacturing**** **\n**Home\nDurables**\n\nPublic Company Executive Experience \n● \n● \n ●  \n● \n● \n● \n●\n\nCorporate Governance \n● \n● \n ●  \n● \n● \n● \n●\n\nFinance/Accounting \n● \n  \n ●  \n  \n● \n  \n \n\nMarketing / Product Development \n  \n● \n    \n● \n  \n  \n●\n\nMergers and Acquisitions \n● \n  \n ●  \n● \n● \n● \n \n\nManufacturing / Operations \n  \n● \n    \n  \n● \n● \n \n\nRetail / Consumer \n  \n● \n ●  \n● \n  \n  \n●\n\nSupply Chain \n  \n  \n    \n  \n  \n● \n \n\nRisk Management \n  \n● \n ●  \n  \n● \n● \n●\n\nStrategic Planning \n● \n● \n ●  \n● \n  \n  \n●\n\nTechnology / Digital / Cybersecurity \n  \n  \n    \n  \n● \n● \n \n\nDemographics * \n  \n  \n    \n  \n  \n  \n \n\nRace/Ethnicity \n  \n  \n    \n  \n  \n  \n \n\nAfrican American \n  \n  \n    \n  \n  \n● \n \n\nWhite / Caucasian \n● \n● \n ●  \n● \n● \n  \n●\n\nGender \n  \n  \n    \n  \n  \n  \n \n\nFemale \n● \n● \n    \n  \n  \n● \n●\n\nMale \n  \n  \n ●  \n● \n● \n  \n \n\nBoard Tenure \n  \n  \n    \n  \n  \n  \n \n\n1 - 5 years \n  \n  \n ●  \n  \n● \n  \n \n\n6 - 10 years \n● \n● \n    \n● \n  \n● \n \n\n> 10 years \n  \n  \n    \n  \n  \n  \n●\n\n \n\n*The Demographic disclosures are based on self-identified reporting\nby each director.\n\n \n\n4\n\n \n\n**Maria\nC. Duey**, 63, joined the Board in March 2021. Since 2018, Ms. Duey has served as Chief Executive Officer of Leonine Advisory and Support\nServices, a consulting firm specializing in strategic planning and mergers and acquisitions serving private equity firms, family offices\nand small businesses. From 2015-2017, Ms. Duey served as Vice-President of Corporate Development and Investor Relations at Horizon Global,\na manufacturer of towing and trailering products serving the automotive aftermarket, retail and original equipment (OE) channels. From\n1996-2014, she was employed by Masco Corporation, one of the leading manufacturers of branded home improvement and building products,\nserving as Vice-President-Investor Relations and Corporate Communications from 2005-2014. From 1996-2005, she spent nine years in corporate\ndevelopment and M&A, progressing through roles of increasing responsibility. Ms. Duey serves as chair of the Compensation Committee\nand a member of the Nominating and Corporate Governance Committee and the Audit Committee. In 2023, Ms. Duey was named a Certified Corporate\nDirector with the National Association of Corporate Directors. The knowledge and experience that Ms. Duey has in the areas of mergers\nand acquisitions, strategic planning, investor relations and corporate communications, as well as her executive experience, well qualifies\nher to serve as a director.\n\n \n\n**Paulette\nGarafalo,**69, has been director since 2017, and if reelected as a director, has been elected Board Chair beginning immediately after\nthe Annual Meeting. She served as Executive Chairman of Paul Stuart, a men’s and women’s classic apparel retailer and wholly\nowned subsidiary of Mitsui Co., Ltd, from 2022 to 2024. She served as Chief Executive Officer and President of Paul Stuart from 2016\nto July 2022. She served as President of Brooks Brothers, a men’s and women’s apparel retailer, from 2010 to 2016. Ms. Garafalo\nserves as a member of the Compensation Committee, the Nominating and Corporate Governance Committee and the Audit Committee and served\nas Compensation Committee Chair from 2017 until 2023. Ms. Garafalo’s executive experience, which encompasses traditional corporate\nmanagement functions, and her extensive experience in retail and luxury consumer brands well qualifies her to serve as a director. The\nknowledge and experience Ms. Garafalo gained as CEO of Paul Stuart further broadens her experience and qualifications to serve as a director.\n\n \n\n**Christopher\nL. Henson**, 64, joined the Board in October 2022. Mr. Henson served as the Head of Banking and Insurance of Truist Bank from 2019\nuntil his retirement in September 2021. He joined Truist Financial Corporation’s predecessor BB&T’s executive management\nteam in 2004 and served in various executive positions including City Executive, Regional President, State President, Chief Financial\nOfficer, and Chief Operating Officer before being promoted to President and Chief Operating Officer from 2016 to 2019. He also serves\non the Board of Trustees of High Point University where he served as Board Chair from 2022-2025 and now serves as Chair of the Investment\nCommittee and a member of the Finance and Executive Committees. He is also a May 2026 board of director nominee for KeyCorp, a Cleveland-based\nfinancial services institution. Mr. Henson serves as chair of the Audit Committee and is a member of the Compensation Committee and the\nNominating and Corporate Governance Committees. Mr. Henson’s extensive knowledge of finance and banking, as well as experience\nin a wide variety of leadership roles well qualify him to serve as a director.\n\n \n\n**Jeremy\nR. Hoff,**52, has been a director and Chief Executive Officer since February 1, 2021. He was President of Hooker Legacy Brands from\nFebruary 2020 through January 2021 and served as President of the Hooker Branded Segment from April 2018 to January 2020. Mr. Hoff joined\nthe Company in August of 2017 as President of Hooker Upholstery. Prior to that, Mr. Hoff served as President of Theodore Alexander USA\nfrom December 2015 to August 2017 and Senior Vice President of sales at A.R.T. Furniture Inc. from April 2015 to November 2015 and Vice-President\nof Sales from March 2011 to April 2015. In addition, he currently serves as Vice Chair of both the High Point Market Authority and American\nHome Furnishings Hall of Fame. Mr. Hoff’s role as the Chief Executive Officer as well as his extensive background in the furnishings\nindustry, including his various former positions at the Company, well qualifies him to serve as a director.\n\n \n\n**Paul\nA. Huckfeldt**, 68, retired on February 2, 2025 having served as the Company’s Senior Vice President - Finance and Accounting\nsince September 2013 and Chief Financial Officer since January 2011. He was elected to our Board effective upon his retirement. Mr. Huckfeldt\nalso served as Vice President – Finance and Accounting from December 2010 to September 2013, Corporate Controller and Chief Accounting\nOfficer from January 2010 to January 2011, Manager of Operations Accounting from March 2006 to December 2009 and led the Company’s\nSarbanes-Oxley implementation and subsequent compliance efforts from April 2004 to March 2006. Mr. Huckfeldt has over 40 years of experience\nin accounting, including over eleven years of experience in various accounting positions with a public, multi-billion-dollar global apparel\nmanufacturer. Mr. Huckfeldt’s 14 years of experience as Chief Financial Officer, his familiarity with the Company’s strategy,\noperations, board deliberations and personnel, along with relationships with our major shareholders and the investment community, well\nqualifies him to serve as a director.\n\n \n\n5\n\n \n\n**Tonya\nH. Jackson**, 62, has been a director since 2017. She served as Senior Vice President and Chief People Officer for Lexmark, a global\nimaging and IoT solutions provider from 2023 until her retirement in 2025. In this role, she was responsible for talent acquisition and\ndevelopment, strategic internal communications, compensation and benefits, strategic workforce planning, and organizational design. She\nserved as Senior Vice President and Chief Product Delivery Officer for Lexmark from 2020 - 2023. She served as Senior Vice President\nand Chief Supply Chain Officer from 2016 until 2020, Vice-President of Supply Chain Operations at Lexmark from 2015 until 2016 and Vice\nPresident of Worldwide Supplies Operations from 2013 until 2015. Ms. Jackson serves as a member of the Compensation Committee and Audit\nCommittee and is Chair of the Nominating and Governance Committee. In 2021, Ms. Jackson was named a Certified Corporate Director with\nthe National Association of Corporate Directors (NACD). In 2022, Ms. Jackson earned the CERT Certificate in Cybersecurity Oversight from\nCarnegie Mellon University. Ms. Jackson’s senior executive experience at a large, global corporation and her extensive experience\nin operations and supply chain management well qualifies her to serve as a director.\n\n \n\n**Ellen\nC. Taaffe**, 64, has been a director since July 2015. Ms. Taaffe serves as a member of the Nominating and Corporate Governance, Audit,\nand Compensation Committees and served as chair of the Nominating and Corporate Governance Committee from 2017 until 2023. Currently\nshe is a Clinical Associate Professor of Management and Organizations at Northwestern University’s Kellogg School of Management\nsince 2016 and a Keynote Speaker, Consultant, and Executive Leadership Coach since 2015. Previously Ms. Taaffe was President of Ravel,\nformerly Smith-Dahmer Associates LLC, a brand and product strategy consulting firm from 2010-2015. Prior to that, Ms. Taaffe held the\ntop brand management role with profit and loss responsibilities in divisions of PepsiCo, Royal Caribbean Cruises Ltd., and Whirlpool\nCorporation. She has served on the board of directors of John B. Sanfilippo & Son Inc., a Chicago- based baking and snack nut, and\nsnack bars processor, distributor, and marketer, since 2011 where she is Lead Independent Director, Chair of the Compensation and Human\nResources Committee, and a member of the Audit and the Nominating and Governance Committees, which she previously chaired. In 2018, she\njoined the board of directors of AARP Services, Inc. (“ASI”), where she serves as Board Chair, past chair of ASI’s\nNominating and Governance Committee, and a member of the Compensation and Talent Management and the Nominating and Governance Committees.\nMs. Taaffe is a Certified Corporate Director with the NACD. Her executive experience at various public companies, her current governance\nleadership of a public-company board of directors and expertise in and knowledge of go-to market strategies and traditional and marketing\nbest practices in high-ticket consumer durables, well qualifies her to serve as a director of the Company.\n\n \n\n**THE\nBOARD OF DIRECTORS RECOMMENDS A VOTE FOR EACH OF THESE NOMINEES.**\n\n** **\n\n**CORPORATE\nGOVERNANCE**\n\n \n\nThe\nBoard of Directors is currently comprised of:\n\n \n\n■the\nIndependent Chair of the Board of Directors;\n\n \n\n■the\nCompany’s Chief Executive Officer;\n\n \n\n■five\nother independent directors, as determined by the Board of Directors upon the recommendation of the Nominating and Corporate Governance\nCommittee;\n\n \n\n■the\nCompany’s former Chief Financial Officer; and\n\n \n\n■a\nNominating and Corporate Governance Committee, a Compensation Committee, and an Audit Committee.\n\n \n\n6\n\n \n\nThe\nfollowing table shows the Company’s current Board of Directors composition. Mr. Hoff, the Company’s Chief Executive Officer,\nand Mr. Huckfeldt, the Company’s retired Chief Financial Officer, do not serve on any of the Committees.\n\n \n\nCurrent Composition of the Board of Directors \n\n  \n  \n    \n    \n    \n    \n   \n\n  \nBeeler \n **Duey**  \n **Garafalo**  \n **Henson**  \n **Jackson**  \n **Taaffe** \n\nIndependent Director \nIndependent\n\nBoard Chair \n ●  \n ●  \n ●  \n ●  \n ● \n\nAudit Committee \n● \n ●  \n ●  \n Chair  \n ●  \n ● \n\nCompensation Committee \n● \n Chair  \n ●  \n ●  \n ●  \n ● \n\nNCG Committee \n● \n ●  \n ●  \n ●  \n Chair  \n ● \n\n \n\nNote:\nMr. Beeler will not stand for re-election, but will continue to serve through the remainder of his current term. He is currently deemed\nindependent and serves as the Board Chair through the end of his current term. If reelected as a director, Ms. Garafalo has been elected\nto serve as Board Chair, as of immediately after the Annual Meeting.\n\n \n\nThe\nBoard believes that this leadership structure provides an effective balance between the Board Chair, independent directors and the Chief\nExecutive Officer. Consequently, the Board of Directors believes the current leadership structure is in the best interests of the Company\nand its shareholders.\n\n \n\nThe\nBoard of Directors typically holds five to six meetings per year. In the fiscal year beginning February 3, 2025 through February 1, 2026\n(“fiscal 2026”), it held fifteen meetings. During fiscal 2026, the Compensation Committee and Nominating and Corporate Governance\nCommittee both met five times. The Audit Committee met four. Each incumbent director attended at least 75% of the fiscal 2026 Board meetings\nand committee meetings held during the period that they were a member of the Board and/or those committees. The Nominating and Corporate\nGovernance Committee and the Board of Directors have each determined that each of the following directors is independent as defined by\napplicable NASDAQ listing standards: W. Christopher Beeler, Jr., Maria C. Duey, Paulette Garafalo, Christopher L, Henson, Tonya H. Jackson,\nand Ellen C. Taaffe. At each regularly-scheduled Board meeting, the non-employee directors conduct a part of the meeting in executive\nsession, at which only non-employee directors are present. After such sessions, the independent directors consider whether to conduct\na further additional executive session with only independent directors present. It is the Company’s policy that each of the directors\nis expected to attend the Company’s Annual Meeting. All directors attended last year’s annual meeting of shareholders.\n\n \n\nIn\n2011, the Board determined that it was in the best interests of the Company and its shareholders that all independent directors serve\non all committees of the Board. The Board believed this “Committees of the Whole” approach was more efficient given its modest\nsize, since all independent directors have input into committee actions and that the need for committees reporting at Board meetings\nwould be greatly reduced. Mr. Hoff, the Company’s current Chief Executive Officer, and Mr. Huckfeldt, the Company’s retired\nChief Financial Officer, do not serve on any Board Committees.\n\n** **\n\n**Corporate\nGovernance Guidelines**\n\n** **\n\nThe\nBoard of Directors has adopted Corporate Governance Guidelines, which set forth its policies with respect to certain governance issues\nand, together with the Company’s articles and bylaws, provide a framework for the effective governance of the Company and are intended\nto support the Board in overseeing the business and affairs of the Company on behalf of the Company’s shareholders.  A copy\nof the Corporate Governance Guidelines is available on the Company’s website at investors.hookerfurnishings.com.\n\n \n\n7\n\n \n\n**Environmental,\nCorporate Social Responsibility and Governance (“ESG”) Initiatives**\n\n** **\n\nThe\nBoard of Directors has adopted a set of policies and practices addressing environmental stewardship, sustainability, corporate social\nresponsibility, and ethics and governance that it believes create long-term value for shareholders, while investing in employees and\ncommunities and positively impacting the environment. The Board of Directors exercises oversight over these matters and discusses them\nat least quarterly with management.\n\n \n\nThe\nCompany is actively working to refine and align its environmental stewardship based on current best practices, shareholder expectations\nand regulatory developments through its ESG-focused employee committee called CARE (Community Action & Responsibility for our Environment).\nIt regularly updates management and updates the Board at least quarterly on these initiatives. The recent and ongoing activities and\nnew developments include:\n\n \n\n■*Environmental\nMatters:*\n\n* *\n\noOur\nmanufacturing operations generate hazardous and non-hazardous waste, which we manage in compliance with applicable environmental laws.\nEnvironmental liabilities are recorded when probable and reasonably estimable, and related costs have not had, and are not expected to\nhave, a material impact on our financial condition or results of operations.\n\n \n\noWe\ncontinue to advance sustainability initiatives aligned with best practices and stakeholder expectations. These efforts include maintaining\nan annual, independently verified greenhouse gas (GHG) emissions inventory and investing in energy efficiency and carbon reduction projects.\nSince 2022, we have procured renewable energy for certain domestic facilities, with some operations powered entirely by renewable sources,\nand we have received recognition for energy efficiency in our operating regions. We also support environmental initiatives through partnerships\nwith organizations focused on conservation, education, and resource stewardship.\n\n \n\n■*People*\n\n* *\n\noWe\noffer competitive compensation and comprehensive benefits that support employees’ well-being and comply with applicable labor laws.\nWe maintain standardized safety programs, training, and oversight committees to promote a safe and healthy work environment. We also\ninvest in employee development through training, leadership programs, and educational support, and we maintain internship and workforce\ndevelopment initiatives to strengthen talent pipelines.\n\n \n\noOur\ncorporate social responsibility efforts include charitable giving and community engagement focused on health, education, environmental\nsustainability, and community welfare. Our “100 Acts of Kindness” campaign and ongoing partnerships with charitable organizations\nreflect our commitment to making a positive impact in the communities we serve.\n\n \n\n■*Corporate\nSocial Responsibilities*\n\n* *\n\noWe\nmaintain a strong governance framework supported by our Code of Business Conduct and Ethics, which applies to all employees and is reinforced\nthrough regular training on ethics, anti-corruption, anti-bribery, and cybersecurity. We also require suppliers to comply with our Vendor\nCode of Conduct.\n\n \n\noWe\nconduct periodic ESG and supply chain security audits, including participation in the U.S. Customs Trade Partnership Against Terrorism\n(CTPAT) program. These assessments support continuous improvement, enhance supply chain integrity, and facilitate efficient operations.\n\n \n\n8\n\n \n\n**Contacting\nthe Board of Directors**\n\n** **\n\nShareholders\nand other interested parties who desire to contact the Company’s Board of Directors or any individual director may do so by writing\nto: Board of Directors, c/o Donna S. Adams, Secretary, Hooker Furnishings Corporation, P.O. Box 4708, Martinsville, VA 24115. The Board\nhas instructed the Secretary to promptly forward all such communication to the specified address thereof.\n\n \n\nShareholders\nand other interested parties also may direct communications solely to the independent directors of the Company, as a group, by addressing\nsuch communications to the Independent Directors, c/o Secretary, at the address set forth above.\n\n \n\nIn\naddition, the Board of Directors maintains special procedures for the receipt, retention and treatment of complaints received by the\nCompany regarding accounting, internal accounting controls or auditing matters, and for the submission by employees of the Company, on\na confidential and anonymous basis, of concerns regarding questionable accounting or auditing matters. Such communications may be made\nby writing to the Audit Committee of the Board of Directors, c/o Secretary, at the address set forth above. Any such communication marked\n“confidential” will be forwarded by the Secretary, unopened, to the Chair of the Audit Committee.\n\n \n\n**Nominating\nand Corporate Governance Committee**\n\n** **\n\nThe\nNominating and Corporate Governance Committee is comprised entirely of the Board’s independent directors. Ms. Jackson currently\nserves as its Chair. The Committee:\n\n \n\n■identifies,\nevaluates, investigates and recommends prospective director candidates;\n\n \n\n■assists\nthe Board with respect to corporate governance matters applicable to the Company;\n\n \n\n■evaluates\nand makes recommendations to the Board regarding the size and composition of the Board and makes recommendations about the chairs of\nall standing Board committees;\n\n \n\n■develops\nand recommends criteria for the selection of individuals to be considered as candidates for election to the Board; and\n\n \n\n■assists\nthe Board in senior management succession planning.\n\n \n\nThe\nBoard of Directors has adopted a written charter for the Nominating and Corporate Governance Committee which is reviewed and reassessed\nfor adequacy by the Committee annually, a current copy of which is available on the Company’s website at investors.hookerfurnishings.com.\nThe Board of Directors has determined that each member of the Committee is independent as defined by applicable NASDAQ listing standards.\n\n \n\nCandidates\nfor director nominees will be assessed in the context of the current composition of the Board, the operating requirements of the Company\nand the long-term interests of shareholders. The Committee has not established a set of specific, minimum qualifications for director\ncandidates, but in conducting its assessment, the Committee will consider such factors as it deems appropriate given the current needs\nof the Board and the Company. In general, the Committee seeks candidates who:\n\n \n\n■possess\na reputation for adhering to the highest ethical standards and have demonstrated competence, integrity and respect for others;\n\n \n\n■have\ndemonstrated excellence in leadership, judgment and character;\n\n \n\n■have\ndiverse business backgrounds, with a wide range of relevant education, skills and professional experience that will complement and enhance\nthe Company’s business and strategy; and\n\n \n\n■have\nthe time to devote to Board and Committee service and are free of potential conflicts of interest.\n\n \n\n9\n\n \n\nWhile\nthe Board has no formal policy regarding diversity, the Committee considers the diversity of the Board when identifying nominees for\ndirector. Such diversity may include a variety of different personal, business and professional experiences, as well as a variety of\nopinions, perspectives, backgrounds and other characteristics.\n\n \n\nIn\nthe case of incumbent directors, the Committee reviews each director’s overall service to the Company during their term as director\nand whether their skills are still relevant to the needs of the Board in deciding whether to re-nominate the director. The Committee\nalso considers future Board needs in light of the mandatory retirement age of 75 for outside directors.\n\n \n\nThe\nBoard does not believe that it is appropriate or necessary to limit the number of terms a director may serve. However, any outside director\nmust retire upon reaching the age of 75, with such retirement being effective and occurring upon the completion of the term in which\nthe director turns 75.\n\n \n\nThe\nCommittee also facilitates the Board’s annual self-assessment.\n\n \n\n**Procedures\nfor Shareholder Recommendations of Director Nominees**\n\n** **\n\nThe\nCommittee will consider a director candidate recommended by a shareholder of record for election at the 2027 Annual Meeting if, in addition\nto meeting other applicable requirements, the shareholder submits a notice of the recommendation in writing to the Secretary of the Company\nin accordance with the procedures for the nomination of directors in the Company’s bylaws (including Article III, Section 3 of\nthe bylaws) and it is received at the Company’s principal executive offices on or before January 8, 2027. The notice must include\nthe candidate’s name and address and a description of the candidate’s qualifications for serving as a director and contain\nthe information conforming to the requirements outlined in our bylaws (including Article III, Section 3 of the bylaws).\n\n \n\nThe\nNominating and Corporate Governance Committee may refuse to consider the recommendation of any person not made in compliance with this\nprocedure.\n\n \n\n**Cooperation\nAgreement**\n\n** **\n\nOn\nJanuary 1, 2026, the Company entered into a Cooperation Agreement (the “Cooperation Agreement”) with Global Value Investment\nCorporation and certain of its affiliates (collectively, “GVIC”), a more than 5% beneficial owner of the Company’s\ncommon stock. On February 17, 2026, the Company and GVIC amended the Cooperation Agreement (the Cooperation Agreement as amended, the\n“Amended Cooperation Agreement”).\n\n \n\nUnder\nthe terms of the Amended Cooperation Agreement, the Company and GVIC have agreed to act in good faith and cooperate to identify a mutually\nagreeable independent director candidate (the “New Director”) for appointment to the Board of Directors of the Company who\npossesses industry background relevant to the Company’s business by no later than February 28, 2027. Once such New Director is\nmutually agreed upon by the Company and GVIC, the Board has agreed to (i) increase the size of the Board by one director, (ii) appoint\nthe New Director to the Board to fill the resulting vacancy with a term expiring at the 2027 annual meeting of shareholders, and (iii)\nappoint the New Director to all standing committees of the Board. The Company also has agreed to include the New Director on its slate\nof director nominees recommended by the Board for election at the 2027 annual meeting of shareholders, subject to specified conditions.\nFurther details related to the Amended Cooperation Agreement are detailed in the Company’s Current Reports on Form 8-K filed with\nthe Securities and Exchange Commission on January 2, 2026 and February 17, 2026.\n\n \n\n**Compensation\nCommittee**\n\n** **\n\nThe\nCompensation Committee comprises all of the Board’s independent directors. Ms. Duey currently serves as its Chair. The Committee\nreviews and makes determinations regarding the compensation for the Chief Executive Officer and the Company’s other executive officers.\nThe Committee is also responsible for recommending director compensation to the Board of Directors. The Committee annually reviews Board\ncompensation of the Company’s peer group and periodically engages outside consultants to independently assess Board compensation.\n\n \n\nThe\nBoard of Directors has determined that each member of the Compensation Committee is independent as defined by applicable NASDAQ listing\nstandards.\n\n \n\n10\n\n \n\nThe\nBoard of Directors has adopted a written charter for the Compensation Committee which is reviewed and reassessed for adequacy by the\nCommittee annually, a current copy of which is available on the Company’s website at investors.hookerfurnishings.com. The charter\ndelegates to the Committee specific responsibilities for establishing, reviewing, approving, monitoring, and administering executive\ncompensation. In addition, the charter requires that each member of the Compensation Committee be a “non-employee director”\nunder Rule 16b-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and that each Committee member\nmeet applicable NASDAQ director independence requirements. The Report of the Compensation Committee can be found on page 17. Under the\nterms of its charter, the Compensation Committee may delegate any of its duties or responsibilities to subcommittees of the Compensation\nCommittee. In addition, the Compensation Committee may delegate certain administrative responsibilities relating to the Company’s\n2024 Stock Incentive Plan (“Stock Incentive Plan”) to Company officers.\n\n \n\nThe\nCompensation Committee has the authority, without any further approval from the Board, to retain advisers, as it deems appropriate, including\ncompensation consultants. In retaining an adviser, the Compensation Committee has sole authority to approve the adviser’s fees\nand other retention terms and has the sole authority to terminate the adviser.\n\n \n\nThe\nCompensation Committee has directly engaged Pearl Meyer & Partners, LLC (“Pearl Meyer”) as its external compensation\nconsultant. Pearl Meyer reports to and receives direction directly from the Committee, and a representative of Pearl Meyer is available\nto attend meetings of the Compensation Committee as its adviser when requested. Most recently in April 2024, Pearl Meyer assisted the\nCommittee with design changes to the short-term and long-term incentive plans, which became effective for fiscal year 2025, and provided\nthe Compensation Committee with third-party survey information for use in setting Board compensation as well as short and long-term compensation\nlevels for the Chief Executive Officer and the Company’s other named executives, perspective on emerging compensation issues and\ntrends, and expertise in incentive compensation structure, terms, and design.\n\n \n\nIn\nconsidering whether to engage Pearl Meyer as the Compensation Committee’s compensation adviser, the Compensation Committee evaluates\nits independence from Company management and whether there are any conflicts of interest. In fiscal 2026, the Compensation Committee\nevaluated the fees paid by the Company to Pearl Meyer and its policies and procedures to prevent conflicts of interest, and its confirmation\nthat there is no business or personal relationship with a member of the Compensation Committee, it does not own any stock of the Company,\nand there is no business or personal relationship with any executive officer of the Company. The Compensation Committee concluded that\nPearl Meyer was independent of the Compensation Committee and of Company management and had no conflicts of interest in the performance\nof services to the Committee.\n\n \n\nThe\nCompensation Committee invites the executive officers to attend meetings when the Compensation Committee considers their input relevant\nor necessary for evaluating compensation proposals. A portion of each meeting is generally held in executive session, as the Compensation\nCommittee deems appropriate. All Compensation Committee decisions and votes are conducted in executive session. Management does not attend\nthese executive sessions. The Compensation Committee annually reviews the Chief Executive Officer’s compensation.\n\n \n\nThe\nChief Executive Officer makes recommendations to the Compensation Committee concerning compensation for the other executive officers\nof the Company. Decisions regarding compensation for employees other than the executive officers are made by the Chief Executive Officer\nin consultation with other members of senior management. Management assists the Compensation Committee in administering various elements\nof the Company’s executive compensation program. The Compensation Committee has unrestricted access to management and may request\nthe participation of management in any discussion of a particular subject at any meeting. During fiscal 2026, management provided the\nCompensation Committee with recommendations regarding executive officers’ compensation, as discussed further in the executive compensation\ndiscussion that begins on page 17.\n\n \n\n11\n\n \n\n**Audit\nCommittee**\n\n** **\n\nThe\nAudit Committee comprises all independent directors on the Board. Mr. Henson serves as its Chair. The Audit Committee:\n\n \n\n■approves\nthe appointment of an independent registered public accounting firm to audit the Company’s financial statements and internal control\nover financial reporting;\n\n \n\n■negotiates\nfees for audit, audit-related and tax services with the Company’s independent registered public accounting firm;\n\n \n\n■reviews\nand approves the scope, purpose and type of audit and non-audit services to be performed by the independent registered public accounting\nfirm;\n\n \n\n■reviews\nand discusses with management and the independent registered public accounting firm significant accounting, reporting, legal, regulatory\nor industry developments affecting the Company (and/or the Company’s financial statements);\n\n \n\n■monitors\ncompliance with the Company’s Code of Business Conduct and Ethics, including the Company’s ethics and compliance portal /\nhotline;\n\n \n\n■reviews\nand approves any related party transactions;\n\n \n\n■oversees\nthe Company’s internal audit function;\n\n \n\n■oversees\nthe accounting and financial reporting processes of the Company and the integrated audit of the Company’s annual financial statements\nand internal control over financial reporting; and\n\n \n\n■reviews\nand discusses with management and the independent auditor the Company’s significant financial risk exposures and the steps management\nhas taken to monitor and manage such exposure, including the Company’s risk assessment and risk management policies and oversight\nfor matters related to cybersecurity risk.\n\n \n\nThe\nAudit Committee receives updates from the auditor and management at its quarterly Audit Committee meetings. During fiscal 2026, the auditor\nand management made presentations to the Committee on specific topics of interest, including:\n\n \n\n■the\nauditor’s assessment of its independence;\n\n \n\n■significant\naudit matters;\n\n \n\n■management’s\nimplementation of new accounting standards;\n\n \n\n■management’s\ncritical accounting policies and practices;\n\n \n\n■the\nauditor’s fiscal 2026 integrated audit plan and updates on the completion of the plan;\n\n \n\n■regulatory\ndevelopments on the environmental, corporate social responsibility and governance front;\n\n \n\n■compliance\nwith the internal controls required under Section 404 of the Sarbanes-Oxley Act; and\n\n \n\n■regulatory\ndevelopments in cyber security and the Company’s cybersecurity practices.\n\n \n\nThe\nBoard of Directors has adopted a written charter for the Audit Committee which is reviewed and reassessed for adequacy by the Committee\nannually, a current copy of which is available on the Company’s website at investors.hookerfurnishings.com. The Board of Directors\nhas determined that each member of the Audit Committee is independent as defined by applicable SEC rules and NASDAQ listing standards.\nThe Company’s Board of Directors has determined that Ms. Duey and each of Messrs. Henson and Beeler is an “audit committee\nfinancial expert” for purposes of the SEC’s rules. The Report of the Audit Committee can be found on page 16.\n\n \n\n12\n\n \n\nAppointment\nand Evaluation of the Independent Auditor\n\n \n\nOn\nan annual basis, the Audit Committee reviews the audit firm’s performance as part of its consideration of whether to reappoint\nthe firm as the Company’s independent auditor. As part of this review, the Audit Committee considers, among other things:\n\n \n\n■the\ncontinued independence of the audit firm;\n\n \n\n■the\naudit firm’s experience and fresh perspective occasioned by mandatory audit partner rotation and the rotation of other audit management;\n\n \n\n■the\nlength of time the audit firm has served as the Company’s independent auditors, including the benefits of having a long-tenured\nauditor and controls and processes that help safeguard the audit firm’s independence;\n\n \n\n■whether\nthe audit firm should be rotated and considers the advisability and potential of selecting a different audit firm;\n\n \n\n■the\nappropriateness of the audit firm’s fees;\n\n \n\n■evaluations\nof the audit firm by management;\n\n \n\n■the audit firm’s effectiveness of communications and working\nrelationships with the Audit Committee and management; and\n\n \n\n■the\nquality and depth of the audit firm and the audit team’s expertise and experience in the Company’s industry and related industries\nconsidering the breadth, complexity and global reach of the Company’s business.\n\n \n\nRelated\nParty Transactions\n\n \n\nThe\nCompany’s Audit Committee is responsible under its charter for reviewing and approving any related party transactions. For this\npurpose, a “related party transaction” includes any transaction, arrangement or relationship involving the Company in which\nan executive officer, director, director nominee or 5% shareholder of the Company, or their immediate family members, has a direct or\nindirect material interest that would be required to be disclosed in the Company’s proxy statement under applicable rules of the\nSEC. There were no related party transactions in fiscal 2026.\n\n \n\nFor\nrelationships or transactions involving a related-party which involve an officer or director, the proposed relationship or transaction\nmust be (i) reported to the Chair of the Audit Committee, if a director or senior Company officer (including the named executive officers)\nis involved, (ii) reported to the Chief Financial Officer or the Chief Executive Officer, for transactions involving other officers of\nthe Company, and (iii) reviewed and approved by the Audit Committee. While the Company does not have a standalone written policy or procedure\nfor the review, approval, or ratification of other transactions with related persons, it is the Company’s practice that potential\nrelated person transactions are first screened by the Chief Financial Officer and then sent to the Audit Committee for review. In determining\nwhether to approve or reject a related person transaction, the Audit Committee considers, among other factors it deems appropriate, whether\nthe proposed transaction is on terms no less favorable than terms generally available to an unaffiliated third party under the same or\nsimilar circumstances, as well as the extent of the related person’s economic interest in the transaction.\n\n \n\n**Code\nof Business Conduct and Ethics**\n\n** **\n\nThe\nBoard of Directors has adopted a Code of Business Conduct and Ethics, which applies to all of the Company’s employees and directors,\nincluding the principal executive officer, principal financial officer and principal accounting officer. A copy of the Code of Business\nConduct and Ethics is available on the Company’s website at investors.hookerfurnishings.com. Amendments of and waivers from the\nCompany’s Code of Business Conduct and Ethics will be posted to the website when permitted by applicable SEC and NASDAQ rules and\nregulations.\n\n \n\n**Insider\nTrading Policy**\n\n** **\n\nThe\nCompany has adopted an insider trading policy that governs the purchase, sale, and/or other transactions of our securities by our directors,\nofficers and employees. A copy of our insider trading policy is incorporated by reference as Exhibit 19.1 to the Annual Report on Form\n10-K for the fiscal year ended February 1, 2026. In addition, with regard to the Company’s trading in its own securities, it is\nthe Company’s policy to comply with the federal securities laws and the applicable exchange listing requirements.\n\n \n\n13\n\n \n\n**The\nRole of the Board of Directors in Risk Oversight**\n\n** **\n\nThe\nBoard of Directors, or an appropriate committee thereof, provides oversight for Company-wide risk management and fulfills this oversight\nresponsibility in various ways, including through the review of:\n\n \n\n■and\napproving the Company’s annual operating and capital budgets;\n\n \n\n■the\nCompany’s quarterly and year-to-date operating results and discussing those results with senior management;\n\n \n\n■management’s\nquarterly Enterprise Risk Management reports;\n\n \n\n■the\nCompany’s practice for assessing, identifying and managing material risks from cybersecurity threats;\n\n \n\n■the\nCompany’s environmental, corporate social responsibility and governance practices;\n\n \n\n■management\nreports regarding the Company’s internal control over financial reporting; and\n\n \n\n■reports\nregarding the Company’s internal control over financial reporting from its independent registered public accounting firm.\n\n \n\nThe\nAudit Committee meets in executive session with the Company’s independent auditors to discuss topics related to the Company’s\nfinancial reporting and internal control. Additionally, the Nominating and Corporate Governance Committee and the Compensation Committee\nmeet periodically to address governance and compensation issues, including compensation-related risks. The committees have the authority\nto utilize outside advisers and experts when needed. The Board committees, consisting entirely of independent members, also engage in\ndiscussions regarding risk management in executive session, without the participation of the Chief Executive Officer.\n\n** **\n\n**Director\nShare Ownership Guidelines**\n\n** **\n\nIn\na prior year, the Board adopted a policy under which non-employee directors are required to hold shares with a value equal to three times\ntheir annual cash compensation. Each director is allowed six years to accumulate the required holding level. Each director that has been\na director at least six years as of the end of the Company’s most recently completed fiscal year met these guidelines as of such\ndate.\n\n \n\n**Director\nCompensation**\n\n** **\n\nThe\nCompensation Committee is responsible for recommending director compensation to the Board of Directors. Non-employee directors are compensated\nbased on their term of service, which typically begins with the election of directors at the Company’s Annual Meeting, and which\nis referred to as a “service year.”\n\n \n\nIn\nfiscal 2022, the Compensation Committee retained Pearl Meyer to review the Company’s compensation structure and positioning relative\nto the 16-company peer group developed in February 2022 for the executive total renumeration review, with a secondary review against\nAll-Industry benchmarks. The Compensation Committee recommended the non-employee directors’ compensation components remain unchanged\nfor the 2025-2026 service year.\n\n \n\nNon-Employee\nDirector Compensation for the 2025-2026 Service Year\n\n \n\nFor\nthe 2025-2026 service year, non-employee directors received an annual board cash retainer of $55,000, the Board Chair received an additional\ncash stipend of $30,000, the Audit Committee Chair received an additional cash stipend of $15,000 and the Chairs of the Compensation\nand Nominating and Corporate Governance committees received additional cash stipends of $10,000 each. These fees were paid to directors\nin June 2025.\n\n \n\n14\n\n \n\nFor\nthe 2025-2026 service year, all non-employee directors also received annual grants of restricted stock under the Company’s 2024\nStock Incentive Plan. Each non-employee director received a $70,000 stock grant. The restricted stock awards were determined by dividing\n$70,000 by the fair market value (as defined in the 2024 Stock Incentive Plan) of the Company’s Common Stock three business days\nafter the award date and rounding to the nearest whole share. The restricted stock will become fully vested, and the restrictions applicable\nto the restricted stock will lapse, on:\n\n \n\n■the\nnext annual meeting date after the grant date if the non-employee director remains on the Board to that date; or\n\n \n\n■if\nearlier, when the director dies or is disabled or a change in control of the Company.\n\n \n\nUnder\nthe terms of the 2024 Stock Incentive Plan, as amended, directors may defer receipt of their annual restricted stock award beyond the\nvesting date (generally the next annual meeting date following the grant date) to a specified date in the future, attainment of a specified\nage, or to the director’s termination of service as a director with the Company. Any such restricted stock award that is deferred\nwill ultimately be delivered in shares of the Company’s Common Stock shortly after the deferral date. During the deferral period,\nthe Company’s commitment to the director to deliver the shares remains an unsecured liability of the Company.\n\n \n\nThe\nCompany’s anti-hedging policy applies to persons it has deemed to be “key insiders.” Key insiders include the Company’s\ndirectors, its executive officers and other persons who, in the normal course of their duties, receive Company-wide business and financial\ninformation before public release. The policy prohibits key insiders from engaging in certain forms of hedging or monetization transactions,\nspecifically prohibiting zero-cost collars and forward stock sales, with respect to the Company’s Common Stock.  In addition\nto its anti-hedging provision, the Company’s Insider Trading Policy prohibits key insiders, employees, officers, directors or certain\nof their family members from engaging in certain types of other transactions related to the Company’s Common Stock, including transactions\nin derivative securities, using margin accounts, and pledging shares as collateral.\n\n \n\nDirectors\nare reimbursed for reasonable expenses incurred in connection with attending Board and committee meetings or performing their duties\nas directors, as well as Board-related professional education. Mr. Hoff, who serves as CEO, received no additional compensation for his\nrole as a director. Mr. Hoff’s compensation for services rendered to the Company in his officer capacities is reported in the Summary\nCompensation Table following the Compensation Discussion and Analysis on page 30.\n\n \n\nThe\nfollowing table sets forth non-employee director compensation paid in fiscal year 2026 for the calendar 2025-2026 Board service year.\n\n \n\n**Non-Employee\nDirector Compensation**\n\n \n\nName \nCash Fees\n\n(1)  \nStock\nAwards (2)(3)  \nTotal \n\nW. Christopher Beeler, Jr. \n 85,000  \n 70,000  \n 155,000 \n\nMaria C. Duey \n 65,000  \n 70,000  \n 135,000 \n\nPaulette Garafalo \n 55,000  \n 70,000  \n 125,000 \n\nChristopher L. Henson \n 70,000  \n 70,000  \n 140,000 \n\nPaul A. Huckfeldt \n 55,000  \n 70,000  \n 125,000 \n\nTonya H. Jackson \n 65,000  \n 70,000  \n 135,000 \n\nEllen C. Taaffe \n 55,000  \n 70,000  \n 125,000 \n\n \n\n \n\n(1)Includes\nannual retainer fee, committee chair fees and board chair fee paid to each director in June 2025.\n\n \n\n(2)These\namounts are the aggregate grant date fair value of shares of restricted stock awarded to each non-employee director on June 6, 2025 under\nthe Company’s 2024 Stock Incentive Plan. Fair value is determined in accordance with Financial Accounting Standards Board (“FASB”)\nAccounting Standards Codification (“ASC”) Topic 718. The amounts shown exclude the impact of estimated forfeitures related\nto service-based vesting conditions. For a discussion of assumptions used in calculating award values, refer to note 14 of the Company’s\nconsolidated financial statements included in the Company’s 2026 Annual Report on Form 10-K.\n\n \n\n(3)As\nof February 1, 2026, each non-employee director had the following unvested stock awards outstanding.\n\n \n\n15\n\n \n\nName \nRestricted\n\nStock\n\n(#) \n\nW. Christopher Beeler, Jr. \n 6,364 \n\nMaria C. Duey \n 6,364 \n\nPaulette Garafalo \n 6,364 \n\nChristopher L. Henson \n 6,364 \n\nPaul A. Huckfeldt \n 6,364 \n\nTonya H. Jackson \n 6,364 \n\nEllen C. Taaffe \n 6,364 \n\n \n\n**REPORT\nOF THE AUDIT COMMITTEE**\n\n** **\n\nThe\nAudit Committee oversees the Company’s financial reporting process on behalf of the Board of Directors. Management has the primary\nresponsibility for the Company’s financial statements and the reporting process, including internal control over financial reporting.\nIn fulfilling its oversight responsibilities, the Committee reviewed and discussed the audited financial statements for the fiscal year\nended February 1, 2026 with management, including a discussion of the quality and acceptability of accounting principles, the reasonableness\nof significant judgments, and the clarity of disclosures in the financial statements.\n\n \n\nThe\nCommittee discussed with the Company’s independent registered public accounting firm, who is responsible for expressing an opinion\non conformity of those audited financial statements with U.S. generally accepted accounting principles, the firm’s judgment as\nto the quality and acceptability of the Company’s accounting principles and such other matters as are required to be discussed\nwith the independent registered public accounting firm under the standards of the Public Company Accounting Oversight Board. In addition,\nthe Committee has received the written disclosures and letter from the independent registered public accounting firm to the Committee\nrequired by Public Company Accounting Oversight Board Auditing Standard 16 regarding the independent registered accounting firm’s\ncommunications with the Audit Committee concerning independence and has discussed with the independent registered accounting firm its\nindependence from the Company. The Committee has also considered whether the non-audit-related services provided by the independent registered\npublic accounting firm are compatible with maintaining the firm’s independence and found them to be acceptable.\n\n \n\nThe\nCommittee met with the Company’s independent registered public accounting firm, with and without management present, and discussed\nthe overall scope and results of their audits, their evaluation of the Company’s internal control over financial reporting and\nthe overall quality of the Company’s financial reporting.\n\n \n\nIn\nreliance on the reviews and discussions referred to above, the Committee recommended to the Board of Directors that the audited financial\nstatements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended February 1, 2026 for filing with the\nSEC.\n\n \n\n \nChristopher L. Henson, Chair\n\n \nW. Christopher Beeler, Jr.\n\n \nMaria C. Duey\n\n \nPaulette Garafalo\n\n \nTonya H. Jackson\n\n \nEllen C. Taaffe\n\n \n\n16\n\n \n\n**REPORT\nOF THE COMPENSATION COMMITTEE**\n\n** **\n\nThe\nCommittee has reviewed, and discussed with management, the Compensation Discussion and Analysis that appears below. Based on that review,\nand the Committee’s discussions with management, the Committee recommended to the Board of Directors that the Compensation Discussion\nand Analysis be included in this proxy statement.\n\n \n\n \nMaria C. Duey, Chair\n\n \nW. Christopher Beeler, Jr.\n\n \nPaulette Garafalo\n\n \nChristopher L. Henson\n\n \nTonya H. Jackson\n\n \nEllen C. Taaffe\n\n \n\n**Compensation\nCommittee Interlocks and Insider Participation**\n\n** **\n\nThe\nCompensation Committee is comprised entirely of independent directors and none of the executive officers served on the compensation committee\nor board of any company that employed any member of the Compensation Committee or the Board of Directors as an executive officer.\n\n** **\n\n**Compensation\nRisk Assessment**\n\n** **\n\nAs\npart of its oversight responsibilities, the Compensation Committee, with assistance from management, annually reviews the Company’s\ncompensation policies and practices for all employees to determine whether they are reasonably likely to present a material adverse risk\nto the Company. Their review includes, among other things, a consideration of the incentives that the Company’s compensation policies\nand practices create and factors that may affect the likelihood of excessive risk taking. Based on its most recent review, the Committee\nconcluded that the Company’s employee compensation policies and practices are not reasonably likely to have a material adverse\neffect on the Company. For additional information concerning this review, see Management of Executive Compensation-Related Risk on page\n28.\n\n \n\n**COMPENSATION\nDISCUSSION AND ANALYSIS**\n\n** **\n\n**EXECUTIVE\nCOMPENSATION**\n\n** **\n\n**Executive\nSummary**\n\n \n\nThe\nCompensation Committee of the Board oversees the Company’s executive compensation program. More information concerning the composition\nof the Committee and its authority and responsibilities can be found under Compensation Committee on page 10. The Company’s compensation\nprogram is designed to attract and retain highly qualified executives, to maintain a stable executive management team, and to reward\nthose senior leaders who contribute significantly to the Company’s continued financial growth and profitability in the face of\nrapidly changing market and global economic forces affecting the Company’s business.\n\n \n\nThe\nCompensation Discussion and Analysis discusses the compensation program and the compensation decisions made for fiscal 2026 (which ended\nFebruary 1, 2026) with respect to the following named executive officers. These officers were the only individuals who served as executive\nofficers of the Company during fiscal 2026.\n\n \n\nName \nTitle\n\nJeremy R. Hoff \nChief Executive Officer and Director\n\nC. Earl Armstrong III \nChief Financial Officer and Senior Vice-President - Finance\n\nAnne J. Smith (1) \nFormer Chief Administrative Officer\n\n \n\n \n\n(1)Ms.\nSmith separated from the Company on October 31, 2025.\n\n \n\n17\n\n \n\n**Fiscal\nYear 2026 Financial Results**\n\n** **\n\nDuring\nfiscal 2026, we continued to operate in a challenging macroeconomic environment, including a slow housing market, soft demand for home\nfurnishings, reduced consumer discretionary spending, and the impact of tariffs. In response, we focused on initiatives within our control,\nincluding the completion of a multi-phase cost reduction program, the divestiture of certain underperforming businesses, the launch of\nthe Margaritaville licensed collection at the fall High Point Market, and the opening of a new Vietnam fulfillment warehouse, representing\na shift in our warehousing strategy. We continued to focus on improving operating performance within our core Hooker Branded and Domestic\nUpholstery segments, with the Hooker Branded segment reporting operating income of $1.9 million compared to an operating loss in the\nprior year, and, the Domestic Upholstery segment reporting an operating loss of $16.9 million, driven by $15.0 million non-cash impairment\ncharges, compared to an operating loss of $5.4 million in the prior year.\n\n \n\nConsolidated\nnet sales totaled $278.1 million for fiscal 2026, a decrease of $39.2 million, or 12.4%, compared to the prior fiscal year. The decrease\nwas primarily attributable to the former Home Meridian segment’s hospitality business, which has been reclassified within All Other,\ndue to the project-based nature of that business. Net sales in the Hooker Branded and Domestic Upholstery segments decreased modestly\nby 2.9% and 2.7%, respectively, partially due to the current fiscal year containing one fewer week than the prior year. Gross margin\nimproved in both segments, and selling and administrative expenses decreased, due in part to cost reduction initiatives. The Company\nreported a consolidated operating loss of $16.5 million, primarily driven by $15.6 million of non-cash intangible asset impairment charges\ntriggered by our stock price during the year, as well as operating losses within All Other due to lower sales volumes. Consolidated net\nloss was $12.8 million, or ($1.20) per diluted share.\n\n \n\nDespite\nthe operating and net losses, we maintained liquidity and financial flexibility. We reduced the outstanding principal balance of our\nterm loan during the year to $3.6 million at fiscal year-end, compared to $21.7 million at the prior year-end. We also reduced our cash\ndividend by 50% per share, and our Board of Directors authorized a new $5 million share repurchase program as part of our capital allocation\nstrategy. We believe these actions enhance our near-term liquidity and financial flexibility, enabling continued investment in key inventory,\nsupport for growth initiatives, and the ability to navigate ongoing macroeconomic uncertainty while maintaining a focus on long-term\nshareholder value.\n\n \n\n**Executive\nCompensation Policies and Practices**\n\n** **\n\nOur\ncommitment to strong corporate governance practices extends to the compensation philosophy, programs, and policies established by the\nCompensation Committee, which include the following governance practices and policies:\n\n \n\n**What we do**\n \n**What we don’t do**\n\n✓\nRigorous goal setting for annual and long-term performance-based\ncompensation\n \nû\nNo excessive perquisites\n\n✓\nPay for performance\n \nû\nNo income tax gross ups\n\n✓\nAnti-hedging/pledging policy\n \nû\nNo discretionary bonuses\n\n✓\nClaw-back policy\n \nû\nNo adjustments to pre-established bonus targets after Board approval\n\n✓\nAssessment of compensation risk annually\n \nû\nTime the disclosure of material nonpublic information to affect the value of equity award grants\n\n✓\nEngagement with shareholders\n \nû\nDilute shareholder value by issuing excessive equity awards\n\n✓\nExecutive Stock Ownership Guidelines\n \nû\nNo evergreen provision in our equity plan\n\n✓\nMulti-year vesting requirements for equity compensation awards\n \n \n \n\n✓\nProvide 100% of long-term incentives in the form of equity\n\n \n \n \n\n✓\nMaintain a fully independent Compensation Committee\n \n \n \n\n✓\nFormal policy for equity award timing\n \n \n \n\n✓\nRetain an independent compensation consultant\n \n \n \n\n \n\n18\n\n \n\n**Compensation\nPhilosophy of the Company**\n\n** **\n\nThe\nCompany’s compensation philosophy is guided by the following objectives:\n\n \n\n●Attract\nand retain highly qualified executives who will contribute significantly to the success and financial growth of the Company and enhance\nvalue for shareholders;\n\n \n\n●Motivate\nand appropriately reward executives when they achieve the Company’s financial and business goals and meet their individual performance\nobjectives; and\n\n \n\n●Maintain\na stable executive management team to ensure the Company’s profitability objectives adapt to:\n\n \n\nochanging\nconsumer preferences;\n\n \n\noevolving\nsourcing and distribution options; and\n\n \n\nobroader\nmarket factors such as the overall performance of the U.S. economy and the relative strength of housing and home furnishings related\nactivity.\n\n \n\n**Compensation\nProgram**\n\n** **\n\nThe\nCompany’s executive compensation program employs several elements of compensation to achieve the objectives of its compensation\nphilosophy. The primary elements of the program are base salary, an annual cash incentive, long-term incentives and supplemental retirement\nand life insurance benefits. As discussed on page 27, most of these elements are incorporated into the employment agreements the Company\nentered into with its named executive officers. These elements are structured to compensate executives over separate timeframes:\n\n \n\n■**Base\nsalary**. Base salaries are typically set for each calendar year and the annual cash incentive is set for each fiscal year. The Compensation\nCommittee sets base salaries for each executive position based on a number of factors, including competitive market data, executive responsibilities,\nindividual performance and the Committee members’ business judgment.\n\n \n\n■**Short-term\nincentives.** The annual cash incentive is determined based on the Company’s financial performance during the current fiscal\nyear. The Compensation Committee sets potential annual cash incentive amounts for each executive position based on a number of factors,\nincluding competitive market data, executive responsibilities, individual performance and the Committee members’ business judgment.\n\n \n\n■**Longer-term\ncompensation.**Long-term incentives are designed to reward executives if the Company achieves specific performance goals or growth\nin shareholder value over multi-year periods. The amounts payable to executives under performance incentives vary based on the extent\nto which the specified goals are achieved or surpassed. In general, the Company grants long-term incentives in the form of performance\nstock units or “PSUs” (delivered solely in shares) and restricted stock units. These awards are discussed in greater detail\nbelow, beginning on page 25.\n\n \n\n■**Full\ncareer and time-specific compensation.**Supplemental retirement benefits are linked to certain executives’ continued employment\nwith the Company to a specified age. Employment agreements and time-based restricted stock units are designed primarily to retain the\ncovered executives for a minimum defined period.\n\n \n\nThe\nCommittee believes the objectives of the Company’s executive compensation program can best be attained by structuring the program\nto provide compensation over these separate timeframes. For example, the Committee views annual and longer-term performance-based compensation\nas essential to encouraging executives to appropriately balance both the short-term and long-term interests of the Company and its shareholders.\nIn addition, the Committee believes compensation tied to service over a full career or a specific period helps to promote executive retention\nand thereby allows the Company to maintain a stable management team.\n\n \n\n19\n\n** **\n\n**Mix\nof Total Compensation**. The following charts illustrate the percentage of total compensation for the CEO and the other named executive\nofficers on average, respectively, represented by each element of compensation for the fiscal 2026.\n\n \n\n \n\n \n\nMs.\nSmith participates in the SRIP plan. In fiscal 2026, the change in pension value was $222,691 for Ms. Smith.\n\n \n\n20\n\n \n\n**Process\nfor Determining Executive Compensation**\n\n** **\n\nThe\nCommittee sets base salaries, determines the amount and terms of annual cash incentive opportunities, and determines long-term incentive\ncompensation and other benefits for the Company’s executive officers. The Committee follows the processes and considers the information\ndiscussed below in setting executive compensation.\n\n \n\nCompetitive\nPay Data\n\n \n\nThe\nCompensation Committee has engaged Pearl Meyer since 2022 to review the Company’s compensation structure and positioning and to\nupdate the Company’s peer group. Pearl Meyer recommended this group because its members shared various financial and operational\nattributes with the Company, while not being limited to home furnishings companies. The peer group represents companies in related industries\n(e.g., office furniture, household/housewares, home building); of a similar size, with annual revenues ranging from 60% to 350% of the\nCompany’s annual revenue at the time of selection; and similar operational complexity. The Board believes these companies represent\nthe type of companies against which the Company competes for management talent. The peer group consists of the following companies:\n\n \n\n■American\nWoodmark Corporation\n\n \n\n■Bassett\nFurniture Industries, Inc.\n\n \n\n■Cavco\nIndustries, Inc.\n\n \n\n■Culp,\nInc.\n\n \n\n■Dixie\nGroup, Inc.\n\n \n\n■Ethan\nAllen Interiors, Inc.\n\n \n\n■Flexsteel\nIndustries, Inc.\n\n \n\n■Hamilton\nBeach Brands Holding Company\n\n \n\n■Haverty\nFurniture Companies, Inc.\n\n \n\n■Kirkland’s,\nInc.\n\n \n\n■La-Z-Boy,\nInc.\n\n \n\n■Lifetime\nBrands, Inc.\n\n \n\n■Lovesac\nCompany\n\n \n\n■Nautilus,\nInc.\n\n \n\n■PGT\nInnovations, Inc.\n\n \n\nThe\nCompensation Committee has used this peer group as one of several factors in making compensation decisions and to establish a baseline\nfrom which to set executive compensation. The Committee compared total compensation as well as the individual compensation elements for\neach executive officer to the peer group in fiscal 2026. The Committee will refresh the peer group and compensation study in the future,\nas needed. The Committee does not tie compensation for its executive officers to any particular level or target based on this comparable\ncompensation data. Instead, the Committee considers this pay comparability data as one of many factors when determining the appropriateness\nof individual elements of compensation, as well as the total compensation, payable to the Company’s executive officers.\n\n \n\nCompany\nPerformance\n\n \n\nEach\nyear the Committee considers which financial performance measures to use in setting annual and longer-term incentive compensation for\nthe named executive officers. Longer-term incentives typically have been linked to the achievement of a different set of performance\nmeasures than for annual incentives, such as earnings per share (EPS) for performance grants. Similar to fiscal 2025, the Committee elected\nto use the Company’s absolute EPS compound annual growth and relative total shareholder return measured against the Company’s\ncompensation peer group as the vesting conditions for the performance grants awarded in fiscal 2026. The Committee believes these performance\nmeasures (i) better aligns the interests of plan participants with those of shareholders, (ii) provides a straightforward, readily accessible\ncalculation, and (iii) ensures a more meaningful comparison against our peer group members.\n\n \n\n21\n\n \n\nThe\nCommittee generally selects performance measures for annual incentive compensation that correspond to financial measures used by management\nin making day-to-day operating decisions and in setting strategic goals. In addition, these types of measures are used by the Board in\nevaluating Company performance. The Committee generally consults with the Chief Executive Officer and other senior executives before\nsetting performance levels for annual and longer-term incentive compensation. The input provided by management is one of many factors\nthe Committee considers in establishing the applicable measures and performance levels for incentive compensation. The other factors\nthe Committee considers include the annual operating budget which is approved by the Board. The Board’s approval of the annual\nbudget includes its review of industry and macroeconomic trends, industry sales growth, cost containment and expected capital expenditures.\n\n \n\nIndividual\nPerformance\n\n \n\nThe\nCommittee annually assesses the individual performance of each executive officer and considers it when setting a named executive officer’s\nbase salary. The Committee may elect not to increase certain executives’ base salaries on an annual basis (e.g., due to modest\nincreases in cost of living and/or to increase an emphasis on linking total compensation to performance-based incentives), instead using\npotential annual and longer-term incentive-based payments to compensate individual executives. The Committee reserves the right to adjust\nbase salaries as it determines to be appropriate; however, the Committee does not have a practice of automatically providing for annual\nincreases in base salaries and therefore a decision not to increase an executive’s base salary is not based on an assessment of\nan executive’s performance. Each executive’s performance is measured against specific personal objectives established early\nin the prior year. The Chief Executive Officer’s annual personal objectives are established in consultation with the Committee.\nOther executive officers establish their individual objectives in consultation with the Chief Executive Officer. These objectives may\ninclude both subjective and quantifiable individual and departmental performance and developmental initiatives that are within each officer’s\narea of operation and are consistent with the Company’s strategic plans.\n\n \n\nThe\nCommittee’s assessment of each named executive officer’s performance with respect to these objectives is conducted primarily\nthrough conversations with the Chief Executive Officer and a review of Company performance. The Committee believes that consideration\nof individual performance objectives is important because it creates incentives for executive officers to make specific contributions\nto the Company’s financial growth based on their individual areas of responsibility, and because it allows the Company to reward\nthose specific contributions.\n\n \n\nAllocating\nBetween Compensation Elements\n\n \n\nThe\nCommittee does not have a fixed standard for determining how an executive officer’s total compensation is allocated among the various\nelements of the Company’s compensation program. Instead, the Committee uses a flexible approach so that it can structure the compensation\nelements in a manner that will, in its judgment, best achieve the specific objectives of the Company’s compensation program. However,\nthe Committee believes that a meaningful portion of a named executive officer’s compensation should be performance-based.\n\n \n\n**Shareholder\nSay-on-Pay Vote**\n\n** **\n\nAt\nthe 2025 Annual Meeting, shareholders had the opportunity to approve, in a non-binding advisory vote, the compensation of the Company’s\nnamed executive officers. This is referred to as a “say-on-pay” proposal. Over 91% of the votes cast on the say-on-pay proposal\nwere voted in favor of the proposal. The Committee believes this vote result reflects general approval of the Company’s overall\napproach to structuring the Company’s executive compensation program. Therefore, the Committee did not make significant changes\nin the structure of the Company’s executive compensation program during fiscal 2026 in response to the 2025 say-on-pay vote. The\nCompensation Committee will continue to consider the vote results for say-on-pay proposals in future years when making compensation decisions\nfor the Company’s named executive officers.\n\n \n\n22\n\n \n\n**Executive\nCompensation Decisions for Fiscal Year 2026**\n\n** **\n\nFor\nthe 2026 fiscal year, the primary elements of compensation for the named executive officers were:\n\n \n\n■base\nsalary (set on a calendar year basis),\n\n \n\n■an\nannual cash incentive opportunity (based on the Company’s fiscal year financial performance),\n\n \n\n■long-term\nequity-based incentives for each named executive officer, and\n\n \n\n■supplemental\nretirement benefits for one of the named executive officers.\n\n \n\nThe\ntable below reflects calendar 2025 base salaries and fiscal 2026 annual incentive targets and long-term incentive award targets for the\nnamed executive officers approved by the Compensation Committee:\n\n \n\nExecutive Officer \nBase Salary  \nAnnual\nIncentive\nat Target  \nLong-term\nIncentive\nat Target \n\nJeremy R. Hoff \n 680,000  \n 680,000  \n 1,054,000 \n\nC. Earl Armstrong III \n 375,000  \n 225,000  \n 300,000 \n\nAnne J. Smith \n 375,000  \n 225,000  \n 225,000 \n\n \n\nBase\nSalary\n\n \n\nThe\nCommittee’s process for setting base salary and other compensation included an annual review of individual performance and such\nother relevant factors as accomplishments in the executive’s current role, changes in responsibilities, job performance and the\nCommittee’s assessment of the market rate for these positions. The Committee does not automatically increase base pay annually,\nbut instead bases salary increases on the preceding factors, and did not authorize base salary increases for the named executive officers\nin calendar year 2025.\n\n \n\nAnnual\nCash Incentive\n\n \n\nThe\nCommittee believes it is in the best interests of the Company and its shareholders to base the annual cash incentive directly on the\nachievement of objective performance metrics. For fiscal 2026, the incentive was based on revenue (weighted at 30%) and operating income\n(weighted at 70%), which better align with the Company’s business strategy, better reflect the results of management decision-making\nand provide a more effective tool for measuring senior management performance over the course of a fiscal year than the measures used\nin prior years.\n\n \n\nBased\non the Committee’s decision making for the 2026 fiscal year, each named executive officer had the opportunity to earn a payment,\nexpressed as a percentage of their calendar year 2025 base salary, if the Company achieved certain consolidated net sales and consolidated\noperating income targets. The award opportunities for each executive were as follows (expressed as a percentage of 2025 calendar year\nbase salary):\n\n \n\nExecutive Officer \nThreshold  \nTarget  \nMaximum \n\nJeremy R. Hoff \n 30% \n 100% \n 200%\n\nC. Earl Armstrong III \n 18% \n 60% \n 120%\n\nAnne J. Smith \n 18% \n 60% \n 120%\n\n \n\n23\n\n \n\nAs\nshown in the table above, for Mr. Hoff, performance at the threshold level earns a payout of 30% of target and performance at maximum\nearns a payout of 200% of target. For the other named executive officers, performance at the threshold level earns a payout of 18% and\nperformance at maximum earns a payout of 120% of their 2025 base salary.\n\n \n\nThe\nincentive opportunities were structured such that if consolidated net sales or operating income does not meet the target, the named executive\nofficers would receive a reduced payment or no payment, but if consolidated net sales or operating income exceeded the target, incentive\npayments would increase at a rate greater than the increase in these financial metrics. This was designed to recognize exemplary consolidated\nnet sales and operating income achievement.\n\n \n\nTarget\npayouts for each named executive officer were established based on a number of factors including:\n\n \n\n■the\nexecutive’s responsibilities and senior standing within the Company, relative to the other executives;\n\n \n\n■general\nbusiness knowledge and experience of the Committee’s members;\n\n \n\n■other\ngeneral compensation information available to the Committee, such as perceived contribution to the Company’s success, including\nareas outside the executive’s core functions; and\n\n \n\n■the\nshort-to-medium term total realizable compensation for each executive.\n\n \n\nThe\nbonus opportunity was capped at maximum if the Company reached 115% or more of its consolidated net sales target and 130% of its consolidated\noperating income target for fiscal year 2025 and in no event would an incentive payment be earned if less than 85% of the target net\nsales and 70% of target operating income were attained. For performance levels falling between the specified percentages, the incentive\npayout is interpolated between the discrete performance goals. Achieving consolidated net sales at or above 115% of target and operating\nincome at or above 130% of target were believed to be realizable goals, but only with exceptional performance while threshold performance\nlevels for consolidated net sales and operating income were believed to be achievable.\n\n \n\nThe\nnet sales target for the 2026 fiscal year was set at $403.3 million and the operating income target was set at $8.8 million, both on\na consolidated basis. The targets had previously been approved by the Board in consultation with management, after considering the Company’s\nprofit potential, the impact of national and international economic conditions on the Company and the home furnishings industry as a\nwhole. Based on these factors, the Committee concluded that the targets were appropriate to motivate and appropriately reward executive\nofficers to attain the desired level of performance for fiscal 2026.\n\n \n\nThe\nactual performance goals as approved by the Committee for the 2026 fiscal year are shown in in the table below:\n\n \n\n  \n**Measure**  \nFiscal 2026 Annual Incentive Performance Goals\n\nPerformance Measure \nWeight  \nThreshold \nTarget  \nMaximum \n\nConsolidated Net Sales \n 30% \n$342.8 million \n $403.3 million  \n $463.8 million \n\nConsolidated Operating Income \n 70% \n$6.2 million \n $8.8 million  \n $11.5 million \n\n \n\n24\n\n \n\nThe\nCompany did not achieve the threshold level of its fiscal year 2026 consolidated net sales or operating income targets. As a result,\nno named executive officer received the annual cash incentive.\n\n \n\nExecutive Officer \n **Fiscal 2026\nAnnual Cash\nIncentive\nEarned** \n\nJeremy R. Hoff \n$- \n\nC. Earl Armstrong III \n - \n\nAnne J. Smith \n - \n\n \n\nLong-Term\nIncentives\n\n \n\nDuring\nfiscal 2026, consistent with the Committee’s objective of giving greater weight to the performance-based element of total compensation,\nthe Committee granted two types of long-term incentive awards, performance stock units (PSU) and time-based restricted stock units (RSU)\nto the named executive officers in February 2025 for the performance period beginning in fiscal year 2026 through fiscal year 2028. The\nawards were designed to directly link a significant portion of a named executive officer’s compensation to the growth in value\nof the Company and to further enhance existing retention incentives under the Company’s executive compensation program.\n\n \n\n*Performance-based\nRestricted Stock Unit*\n\n* *\n\nEach\nPSU entitles the executive officer to receive one share of the Company’s common stock based on the achievement of two specified\nperformance targets if the executive officer remains continuously employed by the Company through the end of the three-year performance\nperiod (subject to limited exceptions). The PSUs vest based on the Company’s attainment of pre-established financial goals related\nto the sum of two amounts, (1) the Company’s absolute EPS compound annual growth and (2) the Company’s relative total shareholder\nreturn measured against the Company’s compensation peer group, both measured over a three-year performance period that began February\n3, 2025 and ends January 30, 2028, as approved by the Committee. The payout or settlement of the PSUs shall be made in shares of the\nCompany’s common stock. Dividends declared on the shares underlying unvested PSUs accumulate in cash and are paid out only upon\nvesting of the applicable PSU and to the extent that the PSUs are earned on the basis of our performance. The PSUs do not convey any\nvoting rights to the executive officer.\n\n \n\nThe\nCommittee selected EPS and TSR as the measures for the performance targets because EPS and TSR directly reflect changes in the value\nof the Company over time, which the Committee believes best reflects the long-term interests of the shareholders. Using simple, well-defined\nperformance measures for these awards reduces the risk of manipulating those measures for short-term gain and reduces the risk of unintended\nconsequences that could result from paying bonuses based on factors which could misalign shareholder and management objectives.\n\n \n\nThe\namounts set forth in the table below are based on the average annual growth of the Company’s fully diluted EPS from continuing\noperations over the performance period. The Company’s EPS growth must average at least 5% annually over the performance period\nfor a payment to be made. There will be full interpolation for performance between the three discrete performance levels.\n\n \n\n** **** **\n**Payout in Shares Based on EPS CAGR for\nPerformance Period**** **\n\n  \nThreshold  \nTarget  \nMaximum \n\nExecutive Officer \n5%  \n10%  \n25% \n\nJeremy R. Hoff \n 6,057  \n 20,192  \n 40,383 \n\nC. Earl Armstrong III \n 1,724  \n 5,747  \n 11,494 \n\nAnne J. Smith \n 1,293  \n 4,311  \n 8,621 \n\n \n\n25\n\n \n\nFor\nthe portion of the long-term incentives tied to Total Shareholder Return, the shares set forth in the table below may be earned based\non the Company’s Total Shareholder Return over the performance period relative to the Company’s compensation peer group.\n“Total Shareholder Return” shall be measured by the average price for the twenty trading days prior to the start of the performance\nperiod versus the average price for the last twenty trading days of the performance period.\n\n \n\n** **** **\n**Payout in Shares Based on Relative TSR Growth for\nPerformance Period**** **\n\n  \nThreshold  \nTarget  \nMaximum \n\nExecutive Officer \n25th\n\nPercentile  \n50th\n\nPercentile  \n75%\n\nPercentile \n\nJeremy R. Hoff \n 6,057  \n 20,192  \n 40,383 \n\nC. Earl Armstrong III \n 1,724  \n 5,747  \n 11,494 \n\nAnne J. Smith \n 1,293  \n 4,311  \n 8,621 \n\n \n\nThe\nshares that may be earned are contingent on the achievement based on relative performance using the performance requirements as outlined\nin the following table:\n\n \n\n  \n3-year Total Shareholder Return\n\nPerformance Requirements \n\n  \n **Threshold**  \n **Target**  \n **Maximum** \n\n3-Year Relative TSR Performance Requirements \n 25th Percentile  \n 50th Percentile  \n 75th Percentile \n\nPayout (% of target) \n 30%  \n 100%  \n 200% \n\n \n\nAdditionally,\npayouts are capped at 100% of target for any 3-year Total Shareholder Return cycle in which the Company’s TSR is negative. There\nwill be full interpolation for performance between the three discrete performance levels.\n\n \n\n*Restricted\nStock Units*\n\n* *\n\nThe\nCommittee also awarded to each named executive officer RSUs, one-third of which will vest on each of February 20, 2026, February 20,\n2027 and February 20, 2028, subject to the named executive officer’s continuous employment with the Company through the applicable\nvesting date (except in limited circumstances). The vested RSUs may be paid in shares of Company stock, cash or a combination of both,\nas determined by the Committee in its discretion. They are designed to encourage retention and to provide an incentive for increasing\nshareholder value. Dividends declared on the shares underlying unvested RSU awards accumulate in cash and are paid out only upon vesting\nof the applicable RSUs. The number of RSUs awarded to each executive officer is set forth in the table below:\n\n \n\nExecutive Officer \nNumber of\n\nRSUs \n\nJeremy R. Hoff \n 40,383 \n\nC. Earl Armstrong III \n 11,494 \n\nAnne J. Smith \n 8,621 \n\n \n\n26\n\n \n\nSupplemental\nRetirement Benefits\n\n \n\nPrior\nto her separation from the Company on October 31, 2025, Ms. Smith actively participated in the Company’s Supplemental Retirement\nIncome Plan (“SRIP”). The SRIP is a non-qualified, unfunded supplemental retirement plan that provides a monthly benefit\nequal to a specified percentage of the participant’s average base salary plus annual bonus for the 60-consecutive month period\npreceding their termination of employment (referred to as their “Final Average Earnings”). Participants are each eligible\nto receive a monthly benefit equal to 25% of their Final Average Earnings. For all executives, the benefit is paid for 15 years following\nthe participant’s retirement. As a general matter, a participant is not entitled to receive any benefit under the SRIP unless they\nremain continuously employed with the Company to age 60. At age 60, the participant becomes vested in 75% of their SRIP benefit and in\n5% increments each following year until becoming 100% vested at age 65, assuming the participant remains continuously employed to those\ndates. In connection with her separation from the Company on October 31, 2025, the SRIP was amended to confirm that Ms. Smith is 95% vested in\nher benefit.\n\n \n\nThe\nobjective of the SRIP is to create incentives for covered employees to remain employed with the Company over the balance of their careers,\nreward extended service with the Company and to balance short-term and long-term decision making, thereby enhancing the stability of\nthe management team and allowing for predictability in succession planning. In addition, the Committee has determined that the SRIP helps\nmitigate compensation-related risk as discussed on page 28.\n\n \n\nMessrs.\nHoff and Armstrong do not participate in the SRIP. They have been provided with other retention incentives under their employment agreements\ntailored to their specific employment circumstances.\n\n \n\nEmployment\nAgreements and Other Employment Terms\n\n \n\nOn\nFebruary 20, 2025, the Company entered into new employment agreements with Messrs. Hoff and Armstrong and Ms. Smith, each of which provides\nfor an indefinite term and sets forth the executive’s annual base salary subject to future adjustment to ensure consistency with\nthe range of salaries for officers at other companies with similar responsibilities. The agreements also set forth each executive’s\nshort-term incentive target opportunity, expressed as a percentage of annual base salary, as well as each executive’s long-term\nincentive target opportunity, also expressed as a percentage of annual base salary. The short-term and long-term incentive programs in\nwhich these executives currently participate are further described beginning on pages 23 and 25. The agreements further provide that\neach executive is eligible to participate in any other benefit program offered or generally made available by the Company for its management\nemployees.\n\n \n\nThe\nterms of each of the employment agreements covering these named executive officers also include covenants relating to confidentiality,\nnon-disclosure of work-related intellectual property, non-competition and non-solicitation of customers. Under the non-compete provision,\neach executive covenants that they will not compete with the Company for a period of eighteen (18) months (for Mr. Hoff; 12 months for\nMr. Armstrong and Ms. Smith) post-termination of employment in a position with duties substantially similar to their duties with the\nCompany within the last twelve months within the United States. Similarly, each executive agrees that for a period of eighteen (18) months\n(for Mr. Hoff; 12 months for Mr. Armstrong and Ms. Smith) post-termination of employment, they will not solicit for the benefit of a\nbusiness in competition with the Company, any customer, employee or independent contractor, who was a customer, employee or independent\ncontractor of the Company within the twelve months preceding the executive’s termination of employment.\n\n \n\nFor\nadditional discussion regarding the potential payments under these employment agreements in connection with a termination of employment,\nsee *Hoff, Armstrong and Smith Employment Agreements* under *Potential Payments upon Termination or Change in Control* which\nbegins on page 40.\n\n \n\n27\n\n** **\n\nOther\nBenefits\n\n \n\nThe\nCompany maintains a tax-qualified 401(k) savings plan for all its eligible employees, including the named executive officers. The plan\nprovides for Company matching contributions, which are fully vested after two years of continuous service. The Company’s other\nbenefit plans include health care, dental and vision insurance, group life insurance and disability insurance. The named executive officers\nparticipate in these plans on the same basis as other eligible employees.\n\n \n\n*Tax\nand Accounting Implications of Executive Compensation*\n\n* *\n\nThe\nCompensation Committee believes that shareholder interests are best served if their discretion and flexibility in awarding compensation\nis not restricted, even though some compensation awards may result in non-deductible compensation expenses. However, the Compensation\nCommittee does not anticipate a shift away from variable or performance-based compensation payable to the executive officers in the future,\nnor does it anticipate applying less rigor in the process by which the Committee establishes performance goals or evaluates performance\nagainst such pre-established goals, with respect to compensation paid to the NEOs. In addition, accounting considerations are one of\nmany factors that the Compensation Committee considers in determining compensation mix and amount.\n\n \n\n*Incentive\nCompensation Recoupment Policy*\n\n* *\n\nThe\nBoard of Directors previously adopted a “clawback” policy called the Incentive Compensation Recoupment Policy, in which the\nBoard has the authority to pursue recovery of incentive compensation in the event of:\n\n \n\n●an\naccounting restatement;\n\n \n\n●a\nmaterial error in a compensation measure; or\n\n \n\n●fraudulent\nor intentional misconduct.\n\n \n\nThis\npolicy does not limit the legal remedies the Company may seek against any employee for fraudulent or illegal activity. Further, this\npolicy was not adopted in response to any particular concerns, but rather to align the Company’s compensation practices with the\nbest observed practices. During fiscal 2024, the Compensation Committee and the Company reviewed and updated this policy to ensure compliance\nwith the final SEC rules under Section 954 of the Dodd-Frank Act. In accordance with the final SEC rules and applicable exchange listing\nstandards, the updated policy applies to all incentive-based compensation received by our executive officers after the effective date\nof the updated policy. Specifically, in the event of a triggering accounting restatement, the Compensation Committee is tasked with recovering\nin a reasonably prompt timeframe all incentive-based compensation received by a covered executive officer during the applicable recovery\nperiod in excess of the compensation that would have been received had the compensation been determined using the restated amounts.\n\n \n\n*Management\nof Executive Compensation-Related Risk*\n\n* *\n\nThe\nCompany’s executive compensation program is designed to create incentives for its executives to achieve its annual and longer-term\nbusiness objectives. The Committee considers how the individual elements of executive compensation, and the executive compensation program\nas a whole, could potentially encourage executives, either individually or as a group, to make excessively risky business decisions at\nthe expense of long-term shareholder value. To address this potential risk, the Committee annually reviews the risk characteristics of\nthe Company’s executive compensation programs generally and considers methods for mitigating such risk. The Committee considers\nthe following characteristics of the Company’s executive compensation program as factors that help mitigate such risk:\n\n \n\n■the\nCommittee has authority under the Company’s Incentive Compensation Recoupment, or “clawback”, policy described above;\n\n \n\n28\n\n \n\n■the\nCommittee has the unlimited authority to reduce long-term performance grant awards or pay no award at all;\n\n \n\n■long-term\nperformance grants are mostly performance-based, which aligns compensation with the interests of the shareholders;\n\n \n\n■overall\ncompensation is balanced between fixed and variable pay, and variable pay is linked to annual performance and performance over multi-year\nperiods using objective criteria;\n\n \n\n■the\nfixed compensation provided under the SRIP to certain executive officers helps avoid the potential for excess leverage and allows for\nlonger service conditions than typical variable pay arrangements, thereby enhancing retention and management continuity;\n\n \n\n■the\nservice-based vesting of restricted stock units promotes long-term retention, helps to mitigate inappropriate short-term risk taking\nand helps to align management and shareholder interests;\n\n \n\n■profitability\ngoals, which serve as inputs for variable annual cash incentive compensation and long-term performance grants, are approved by the Board;\n\n \n\n■the\nlong-term performance grants are based on cumulative EPS and relative TSR growth over multi-year periods, which helps reduce the potential\nfor short-term focus at the expense of longer-term growth;\n\n \n\n■a\nconsistent compensation philosophy has been applied year-over-year and does not change significantly with short-term changes in business\nconditions;\n\n \n\n■open\ndialogue among management, the Committee and the Board regarding executive compensation policies and practices and the appropriate incentives\nto use in achieving short-term and long-term performance targets; and\n\n \n\n■other\ngeneral risk mitigating factors, including:\n\n \n\n■quarterly\nreviews of the Company’s results of operations and financial condition;\n\n \n\n■quarterly\nreview of management’s Enterprise Risk Management report;\n\n \n\n■annual\nreview of management’s compensation risk assessment;\n\n \n\n■executive\nsessions at all committee meetings, including executive session with the Company’s independent auditor; and\n\n \n\n■a\nfairly flat organizational structure, which promotes knowledge sharing and risk awareness by members of senior management.\n\n* *\n\n*Other\nPolicies and Practices*\n\n* *\n\n*Cash\nIncentives*. The Committee has adopted certain guidelines for administering annual cash incentive compensation. Generally, an executive\nmust remain employed to the last day of a fiscal year to be eligible to receive an annual cash incentive payment for that fiscal year.\nHowever, executives who terminate employment during the last quarter of a fiscal year due to death or disability, or who retire after\nthey have attained age 55 and completed 10 years of service, are entitled to receive the same payment that they would have received had\nthey remained employed to the end of the fiscal year. Executives who meet either of these requirements and who terminate employment in\nthe second or third quarter of a fiscal year are entitled to receive 50% or 75%, respectively, of the payment they would have received\nhad they remained employed to the end of the fiscal year. The guidelines establish procedures for the Committee to review and approve\nannual cash incentive determinations after the Chief Executive Officer and Chief Financial Officer confirm whether the performance conditions\nfor the fiscal year have been achieved and whether any other applicable conditions have been met for that fiscal year.\n\n* *\n\n29\n\n* *\n\n*Stock\nOwnership Guidelines*. The Committee adopted stock ownership requirements in April 2019 such that the CEO is required to hold at least\nthree-times his base salary in Company stock and each other executive officer is required to hold two-times their base salary, as measured\nby the Company’s closing stock price as of the end of the most recently completed fiscal year. If an executive officer does not\nmeet such requirements, but has not sold more that 20% of the shares earned through equity awards from the Company (except for shares\nwithheld due to the payment of taxes for such earned grants), such executive officer will also be deemed to meet the guidelines. Each\nexecutive officer is allowed six years from the later of the date of the adoption of these requirements or the date he or she became\nCEO or an executive officer, as the case may be, to accumulate the required number of shares. Mr. Hoff has not sold any shares earned\nthrough equity awards from the Company (except for shares withheld due to the payment of taxes for such earned grants), so he is deemed\nto meet the guidelines. Mr. Armstrong became an executive officer in February 2025 so these guidelines are not currently applicable to\nhim.\n\n* *\n\n*Hedging\nPolicy*. Executive officers, along with directors and certain other “key insiders,” are prohibited from engaging in certain\ntypes of transactions related to the Common Stock of the Company, including zero-cost collars and forward stock sales, as well as transactions\nin derivative securities, using margin accounts and pledging shares as collateral. See the discussion on page 15 for additional details\nregarding prohibited transactions.\n\n* *\n\n*Timing of Equity Award\nGrants*. The Company maintains an equity award grant policy, approved by the Committee, governing the timing of equity award grants.\nThe Committee and management do not take material nonpublic information into account when determining the timing or terms of equity awards,\nand do not time the disclosure of material nonpublic information for the purpose of affecting the value of equity awards. The Company’s\nexecutive compensation program does not currently include grants of stock options, stock appreciation rights or similar option-like instruments\nand none are outstanding.\n\n \n\n**Summary\nCompensation Table**\n\n \n\nThe\nfollowing table sets forth the compensation for services in all capacities to the Company for the three most recent fiscal years of the\npersons who were the Company’s named executive officers that year.\n\n \n\n**Name\nand Principal Position**\n \n\n**Year**\n  \n\n**Salary (1)\n($)**\n\n  \n\n**Stock\n\nAwards (2)($)**\n  \n\n**Change\nin Pension Value and Nonqualified Deferred Compensation Earnings (3)($)**\n  \n\n**All\nOther Compensation (4)\n($)**\n  \n\n**Total**\n\n**($)**\n\n \n\n  \n   \n   \n   \n   \n   \n  \n\nJeremy\nR. Hoff\n\nChief\nExecutive Officer and Director\n \n \n2026\n\n2025\n\n2024\n  \n \n$680,000\n\n680,000\n\n600,000\n  \n \n$1,162,088\n\n930,648\n\n600,000\n  \n \n--\n\n--\n\n--\n  \n \n$14,789\n\n14,006\n\n15,181\n  \n \n$1,856,877\n\n1,624,654\n\n1,215,181\n \n\nC.\nEarl Armstrong III\n\nChief\nFinancial Officer and SVP-Finance\n \n 2026  \n$375,000  \n$330,765  \n --  \n$14,889  \n$720,654 \n\nAnne\nJ. Smith\nChief Administrative Officer \n \n2026\n\n2025\n\n2024\n\n \n  \n \n$293,510\n\n375,000\n\n330,000\n\n \n  \n \n$248,074\n\n198,673\n\n198,000\n\n \n  \n \n$222,691\n\n61,810\n\n54,633\n\n \n  \n \n$387,119\n\n14,406\n\n13,706\n\n \n  \n \n$1,151,394\n\n649,889\n\n596,339\n\n \n \n\n \n\n \n\n(1)Amounts\nshown represent base salary paid during the fiscal year before any deductions into the Company’s 401(k) plan. Annual base salary\nadjustments generally become effective at the beginning of each calendar year and do not coincide with the beginning of a fiscal year.\n\n \n\n(2)For\neach named executive officer, this amount is the sum of the grant date fair value of (a) the restricted stock units and (b) three-year\nperformance grants that were awarded to the named executive officers in fiscal 2026. The value of these awards was determined in accordance\nwith FASB ASC Topic 718. The three-year performance grants shown were computed assuming that the probable level of performance would\nbe achieved (10% EPS growth and relative TSR performance in the 50th percentile for the performance period) and excluded the\nimpact of estimated forfeitures related to service-based vesting conditions. For more information regarding the restricted stock units\nand the three-year performance grants, refer to the Grants of Plan-Based Awards table on page 35 and to the Outstanding Equity Awards\nat Fiscal Year-End table on page 36. The value of the PSU awards to the named executive officers assuming the maximum level of performance\nis achieved are as set forth in the table below. For more information regarding the calculation of restricted stock unit and performance\ngrant values, refer to note 14 of the Company’s consolidated financial statements included in the Company’s Annual Report\non Form 10-K for the fiscal year ended February 1, 2026 (the “2026 Form 10-K”), as filed with the SEC.\n\n \n\n30\n\n \n\n**Name**\n \nPSU Grant Date Fair Value at Maximum Level of Performance ($)\n \n\nJeremy R. Hoff\n \n$\n1,270,175\n \n\nC. Earl Armstrong III\n \n \n361,530\n \n\nAnne J. Smith\n \n \n271,148\n \n\n \n\n(3)This\ncolumn shows the change in the present value of Ms. Smith’s accumulated benefit under the Supplemental Retirement Income Plan (“SRIP”)\nat the earliest full benefit retirement age. These changes in present value are not directly in relation to final payout potential and\ncan vary significantly year-over-year based on (i) promotions and corresponding changes in salary; (ii) other one-time adjustments to\nsalary or other reasons; (iii) actual age versus predicted age at retirement; (iv) the discount rate used to determine the present value\nof benefits; and (v) other relevant factors. A decrease in the discount rate results in an increase in the present value of the accumulated\nbenefit without any increase in the benefits payable to Ms. Smith at retirement and an increase in the discount rate has the opposite\neffect. The numbers reported are pension accounting values and were not realized by Ms. Smith during the relevant fiscal year. Ms. Smith\ndid not receive above-market or preferential earnings on compensation that was deferred on a non-tax-qualified basis. In fiscal years\n2026, 2025 and 2024, the change in pension value for Ms. Smith was $222,691, $61,810 and $54,633, respectively. Messrs. Hoff and Armstrong\ndo not participate in the SRIP.\n\n \n\n(4)All\nOther Compensation for fiscal year 2026 includes amounts reimbursed for disability income insurance premiums and matching contributions\nto the Company’s 401(k) plan.\n\n \n\n** **\n\n**Name**\n \nDisability\n\nIncome\n\nInsurance\n\nPremium\n\nReimbursement  \n401(k)\n\nMatch  \nSeverance  \nAll Other\n\nTotal \n\nJeremy R. Hoff \n 506  \n 14,283  \n -  \n 14,789 \n\nC. Earl Armstrong III \n 506  \n 14,383  \n -  \n 14,889 \n\nAnne J. Smith(a) \n 379  \n 11,740  \n 375,000  \n 387,119 \n\n \n\n \n\n(a)Ms.\nSmith separated from the Company on October 31, 2025. The amount shown in the “Severance” column represents cash severance\npaid to her in connection with her separation.\n\n \n\n**Pay\nversus Performance**\n\n \n\nThe\nfollowing table shows the past five fiscal years’ total compensation for the named executive officers as set forth in the Summary\nCompensation Table, the total compensation actually paid (“CAP”) to the named executive officers, the Company’s total\nshareholder return (“TSR”), the peer group’s total shareholder return over the same period, the Company’s net\nincome, and the Company’s EPS as the company-selected performance measure.\n\n \n\n31\n\n \n\nFiscal\nYear 2026 Pay versus Performance Table\n\n \n\nYear   Summary compensation table total for CEO(1)   Compensation actually paid to CEO(2)   Average summary compensation table total for other NEOs(1)   Average compensation actually paid to other NEOs(2)   Total shareholder return(3)   Peer group total shareholder return(3)   Net income   EPS \n\n    ($)   ($)   ($)   ($)   ($)   ($)   ($, in thousands)   ($) \n\n2026    1,856,877    1,623,199    936,024    620,374    56.18    99.88    (26,967)   (2.54)\n\n2025    1,624,654    57,920    705,987    97,258    63.19    109.27    (12,507)   (1.19)\n\n2024    1,215,181    1,444,583    567,507    617,865    117.75    102.30    9,865    0.91 \n\n2023    1,186,994    1,067,309    538,642    462,562    92.52    95.20    (4,312)   (0.37)\n\n2022    798,169    406,825    577,484    244,027    90.30    119.43    11,718    0.97 \n\n \n\n \n\n(1)The\nprincipal executive officers and other named executive officers for fiscal years 2022 - 2026 are the following:\n\n \n\n**Year**   **CEO**   **Other NEOs**\n\n2026   Jeremy R. Hoff   C. Earl Armstrong III, Anne J. Smith\n\n2025   Jeremy R. Hoff   Paul A. Huckfeldt, Anne J. Smith, Tod R. Phelps\n\n2024   Jeremy R. Hoff   Paul A. Huckfeldt, Anne J. Smith, Tod R. Phelps\n\n2023   Jeremy R. Hoff   Paul A. Huckfeldt, Anne J. Smith, Tod R. Phelps\n\n2022   Jeremy R. Hoff   Paul A. Huckfeldt, Anne J. Smith, Tod R. Phelps, D. Lee Boone\n\n \n\n(2)SEC\nrules require certain adjustments be made to the Summary Compensation Table totals to determine compensation “actually paid”\nas reported in the Pay versus Performance table. The following table details these adjustments:\n\n \n\n** **\n\n**Year**\n   Executives  Summary Compensation Table Total   Deduct Reported Change in Actuarial Present Value of Pension Benefits   Add Pension Benefit Adjustments(a)   Deduct Reported Value of Equity Awards   Add Equity Award Adjustments(b)   Compensation Actually Paid \n\n       ($)   ($)   ($)   ($)   ($)   ($) \n\n2026   CEO   1,856,877    -    -    (1,162,088)   928,410    1,623,199 \n\n    Other NEOs   936,024    (111,346)   25,507    (289,420)   59,609    620,374 \n\n \n\n \n\n(a)SEC\nrules require certain adjustments be made to pension compensation totals to determine CAP. The following table details these adjustments:\n\n \n\nYear   Executives  Service Cost (i)   Prior Service Cost (ii)   Total Pension Value Adjustment \n\n       ($)   ($)   ($) \n\n2026   CEO   -       -    - \n\n    Other NEOs   25,507    -    25,507 \n\n \n\n32\n\n \n\n(b)SEC\nrules require certain adjustments be made to equity award totals to determine CAP. The following table details these adjustments:\n\n \n\nYear  Executive  Year end fair value of equity awards granted during the year   Year over year change in fair value of outstanding and unvested equity awards   Fair value as of vesting date of equity awards granted and vested in the year   Year over year change in fair value of equity awards granted in prior years that vested in the year   Fair value at the end of the prior year of equity awards that failed to meet vesting conditions in the year   Value of dividends or other earnings paid on stock or option awards not otherwise reflected in fair value or total compensation   Total equity award adjustments \n\n       ($)    ($)    ($)    ($)    ($)    ($)    ($) \n\n2026  CEO   1,222,525    55,721    -    (80,698)   (269,138)   -    928,410 \n\n   Other NEOs   173,978    1,387    -    (11,781)   (103,975)        59,609 \n\n \n\n(3)Total\nshareholder return (TSR) is determined based on the value of an initial fixed investment of $100 at the beginning of the 2022 fiscal\nyear. The peer group TSR prepared by Zacks Investment Research, Inc. represents cumulative, weighted TSR of the peer group under Standard\nIndustrial Classification (SIC) Codes 2510 and 2511, which includes home furnishings companies that are publicly traded in the United\nStates or Canada. For more information regarding the peer group TSR, refer to the performance graph that is included in the 2026 Form\n10-K, as filed with the SEC.\n\n \n\nRelationship\nof Pay and Performance Measures\n\n* *\n\n*CAP\nversus the Company’s TSR and peer group’s TSR*\n\n* *\n\n**\n\n* *\n\n33\n\n* *\n\n*CAP versus Net Income*\n\n* *\n\n**\n\n* *\n\n*CAP versus Company-selected Measure (EPS)*\n\n* *\n\n**\n\n* *\n\n34\n\n* *\n\nCompany\nFinancial Performance Measures\n\n \n\nThe\nitems listed below represent the most important metrics used to determine CAP for fiscal year 2026 as further described in the Compensation\nDiscussion and Analysis on page 17.\n\n \n\n**Most Important Performance Measures**\n\nConsolidated net income\n\nEarnings per share (“EPS”)\n\nAbsolute EPS growth\n\nRelative EPS growth\n\n \n\n**Pay\nRatio Disclosure**\n\n \n\nIn\naccordance with Item 402(u) of Regulation S-K, promulgated by the Dodd-Frank Wall Street Reform Act and Consumer Protection Act of 2010,\nthe Company determined the ratio of the annual total compensation of Mr. Hoff, the Chief Executive Officer and Director, relative to\nthe annual total compensation of our median employee.\n\n \n\nTo\nidentify the median compensated employee, the Company selected a new median employee using 2025 W-2 wages for its U.S. employees or its\nequivalent for non-US employees. It identified its median employee from its employee population as of February 1, 2026, the last day\nof its fiscal year 2026.\n\n \n\nThe\nCompany then determined total compensation for the median employee in the same manner as the “Total Compensation” column\nshown for Mr. Hoff in the Summary Compensation Table on page 30. The Company determined that the 2026 fiscal year annual total compensation\nof the median employee was $46,979. Mr. Hoff’s annual total compensation for the same period was $1,856,877 and the ratio of these\namounts was 1-to-40.\n\n \n\nAs\nof the end of fiscal 2026, the Company’s total employee population consisted of 840 employees, of which 756 were located in the\nUnited States and 84 were located in Asia.\n\n \n\nThe\nCompany believes this pay ratio is a reasonable estimate and is calculated in a manner consistent with the SEC guidance based on the\npayroll and employment records and the methodology described above.\n\n \n\n**Grants\nof Plan-Based Awards**\n\n \n\nThe\nfollowing table sets forth information concerning individual grants of awards made under the Company’s annual cash incentive plan\nand 2024 Stock Incentive Plan during fiscal 2026:\n\n \n\n  \n  \n  \nEstimated\nFuture Payouts Under Non-Equity\n\nIncentive Plan Awards(1)  \nEstimated\nFuture Payouts Under\n\nEquity Incentive Plan Awards(2)  \n**All\nOther Stock\nAwards: Number**  \n**Grant\nDate\nFair Value\nStock** \n\nName \nAward\n\nType \nGrant\n\nDate \nThres\n\nhold ($)  \nTarget\n\n($)  \nMaximum\n\n($)  \nThreshold\n\n(#)  \nTarget\n\n(#)  \nMaximum\n\n(#)  \nof\nUnits\n\n(#)(3)  \nAwards\n\n($) \n\nJeremy\nR. Hoff \nAnnual\nCash Incentive \n  \n$204,000  \n$680,000  \n$1,360,000  \n    \n    \n    \n    \n   \n\n  \nPerformance\nGrant \n2/20/2025 \n    \n    \n    \n 12,114  \n 40,384  \n 80,766  \n    \n$635,088(4)\n\n  \nRSU Grant \n2/20/2025 \n    \n    \n    \n    \n    \n    \n 40,383  \n 527,000(5)\n\n  \n  \n  \n    \n    \n    \n    \n    \n    \n    \n   \n\nC.\nEarl Armstrong III \nAnnual\nCash Incentive \n  \n 67,500  \n 225,000  \n 450,000  \n    \n    \n    \n    \n   \n\n  \nPerformance\nGrant \n2/20/2025 \n    \n    \n    \n 3,448  \n 11,494  \n 22,988  \n    \n 180,765(4)\n\n  \nRSU Grant \n2/20/2025 \n    \n    \n    \n    \n    \n    \n 11,494  \n 150,000(5)\n\n  \n  \n  \n    \n    \n    \n    \n    \n    \n    \n   \n\nAnne\nJ. Smith \nAnnual\nCash Incentive \n  \n 67,500  \n 225,000  \n 450,000  \n    \n    \n    \n    \n   \n\n  \nPerformance\nGrant \n2/20/2025 \n    \n    \n    \n 2,586  \n 8,622  \n 17,242  \n    \n 135,574(4)\n\n  \nRSU Grant \n2/20/2025 \n    \n    \n    \n    \n    \n    \n 8,621  \n 112,500(5)\n\n \n\n \n\n(1)Represents\nthe estimated payouts under the annual cash incentive program for the 2026 fiscal year, as of the time those incentives were granted\nto the named executive officers. For additional discussion regarding annual cash incentives and the actual amounts paid to the named\nexecutive officers for fiscal 2026, refer to the Compensation Discussion and Analysis which begins on page 17, including Annual Cash\nIncentive on page 23 and the Summary Compensation table on page 30.\n\n \n\n35\n\n \n\n(2)Represents\nthe estimated future payouts under the performance grants awarded to the named executive officers in fiscal 2026. For additional discussion\nregarding these performance grants, refer to Compensation Discussion and Analysis, which begins on page 17, including Long-Term Performance\nIncentive on page 25 and the Summary Compensation Table on page 30.\n\n \n\n(3)This\nis the number of service-based RSUs granted to the named executive officer. Each RSU entitles the named executive officer to receive\none share of the Company’s common stock (or, at the discretion of the Committee, cash based on the fair market value of a share\nof the Company’s common stock on the date payment is made or both) if they remain continuously employed with the Company through\nthe end of three-year service period that ends February 20, 2028. The fiscal 2026 RSU grant vests ratably by entitling the executive\nofficer to receive one third of the grant if he or she remains continuously employed with the Company through the end of each service\nperiod that ends on February 20, 2026, February 20, 2027 and February 20, 2028, respectively. In addition to the service-based vesting\nrequirement, 100% of an executive officer’s RSUs will vest upon a change of control of the Company and a prorated number of the\nRSUs will vest upon the death, disability, or retirement of the executive officer. Dividends declared on unvested RSUs accumulate in\ncash and are paid out only upon vesting of the underlying shares.\n\n \n\n(4)Represents\nthe three-year performance grants that were awarded to the named executive officers in fiscal 2026. The three-year performance grants\nshown were computed, assuming that the probable level of performance would be achieved (10% EPS compound growth and relative TSR at the\n50th percentile for the performance period) and excluded the impact of estimated forfeitures related to service-based vesting conditions.\nDividends declared on unvested PSUs accumulate in cash and are paid out only upon vesting of the underlying shares.\n\n \n\n(5)The\nfair value of each RSU is based on the market price of the Company’s common stock on the grant date February 20, 2025. For more\ninformation concerning the calculation of grant fair values, refer to note 14 of the Company’s consolidated financial statements\nincluded in the Company’s 2026 Form 10-K.\n\n** **\n\n**Outstanding\nEquity Awards at Fiscal Year-End**\n\n \n\nThe\nfollowing table sets forth information concerning outstanding equity awards, which consist of performance grants and restricted stock\nunits, held by the named executive officers at the end of fiscal 2026. There were no stock options outstanding as of the end of fiscal\n2026.\n\n \n\n  \n  \nStock\nAwards \n\nName \nGrant\nDate \nNumber\nof Shares or Units That Have Not Vested (#)(2)  \nMarket\nValue of Shares or Units That Have Not Vested ($)(2)  \nEquity\nIncentive Plan Awards – Number of Unearned Shares or Units That Have Not Vested (#)(1)  \nEquity\nIncentive Plan Awards: Market or Payout Value of Unearned Shares or Units That Have Not Vested ($)(3) \n\n  \n  \n   \n   \n   \n  \n\nJeremy\nR. Hoff \n \n4/10/2023(1)\n\n4/10/2023(2)\n \n 10,892  \n$144,537  \n    \n   \n\n  \n 6/4/2024(1) \n    \n    \n 15,735  \n$208,806 \n\n  \n 4/9/2024(2) \n 16,139  \n 214,165  \n    \n   \n\n  \n 2/20/2025(1) \n    \n    \n 40,384  \n 535,896 \n\n  \n 2/20/2025(2) \n 40,383  \n 535,882  \n    \n   \n\n  \n   \n    \n    \n    \n   \n\nC.\nEarl Armstrong \n 2/20/2025(1) \n    \n    \n 11,494  \n 152,525 \n\n  \n 2/20/2025(2) \n 11,494  \n 152,525  \n    \n   \n\n  \n 4/10/2023(4) \n 1,842  \n 24,443  \n    \n   \n\n  \n 7/22/2024(4) \n 3,296  \n 43,738  \n    \n   \n\n  \n   \n    \n    \n    \n   \n\nAnne\nJ. Smith \n 4/10/2023(1) \n    \n    \n    \n   \n\n  \n \n4/10/2023(2)\n\n \n    \n    \n    \n   \n\n  \n 6/4/2024(1) \n    \n    \n    \n   \n\n  \n 4/9/2024(2) \n    \n    \n    \n   \n\n  \n 2/20/2025(1) \n    \n    \n    \n   \n\n  \n 2/20/2025(2) \n    \n    \n    \n   \n\n \n\n \n\n(1)Performance\ngrant awards outstanding as of February 1, 2026. Performance metrics for the grants awarded on April 10, 2023 were not met; consequently,\nthere was no payout and there are no amounts shown in the table. Each performance grant entitles the executive officer to receive a payment\nbased on the achievement of two specified performance conditions. For the June 4, 2024 and February 20, 2025 grants, the performance\nconditions are derived from the Company’s absolute EPS compound growth and the relative TSR performance over a three-year performance\nperiod as shown in the following table. For the April 10, 2023 grants, the performance conditions are derived from the Company’s\nabsolute and relative EPS growth over a three-year performance period as shown in the following table. The payout or settlement of which\nshall be made in shares of the Company’s common stock (based on the fair market value of the shares of the Company’s common\nstock on the date of settlement or payment). In all cases, the named executive officer also must remain continuously employed with the\nCompany through the end of the performance period to be eligible for a payment, with prorated payments made due to retirement, death\nor disability. No amounts are shown for Ms. Smith as her performance grants were forfeited upon her separation from the Company on October\n31, 2025. The performance grants provide for a lump sum cash payment to the executive officer if the Company undergoes a change of control.\nFor additional discussion regarding the performance grants, refer to the Executive Compensation Discussion at page 17.\n\n** **\n\n36\n\n \n\n**PSU\nGrant Date**\n \n**Performance\nPeriod**\n\n4/10/2023\n \nJanuary 30, 2023 – February 1, 2026\n\n6/4/2024\n \nJanuary 29, 2024 – January 31, 2027\n\n2/20/2025\n \nFebruary 3, 2025 – January 30, 2028\n\n** **\n\n(2)Restricted\nstock unit (“RSU”) awards outstanding at the end of the last completed fiscal year. Market value is based on the closing\nmarket price of the Company’s common stock on February 1, 2026. The fiscal 2024 RSU grant entitles the executive officer to receive\none share of common stock for each RSU if he or she remains continuously employed with the Company through the end of a three-year service\nperiod that ends on April 10, 2026. The fiscal 2025 RSU grant vests ratably by entitling the executive officer to receive one third of\nthe grant if he or she remains continuously employed with the Company through the end of each service period that ends April 9, 2025,\nApril 9, 2026 and April 9, 2027, respectively. The fiscal 2026 RSU grant vests ratably by entitling the executive officer to receive\none third of the grant if he or she remains continuously employed with the Company through the end of each service period that ends February\n20, 2026, February 20, 2027 and February 20, 2028, respectively. At the discretion of the Committee, the RSUs may be paid in shares of\nthe Company’s common stock, cash (based on the fair market value of a share of common stock on the date payment is made), or both.\nIn addition to the service-based vesting requirement, 100% of the RSUs will vest upon a change of control of the Company and a prorated\nnumber of the RSUs will vest upon the death, disability or retirement of the executive officer. No amounts are shown for Ms. Smith as\nshe forfeited these awards upon her separation from the Company on October 31, 2025.\n\n \n\n**RSU Grant Date**\n \n**Service Period**\n\n4/10/2023\n \nApril 10, 2023 – April 10, 2026\n\n4/9/2024\n \nApril 9, 2024 – April 9, 2027\n\n2/20/2025\n \nFebruary 20, 2025 – February 20, 2028\n\n \n\n(3)Performance\nmetrics were not met for the 2024 fiscal year performance grant awards (granted on April 10, 2023) as of the end of the 2026 fiscal year,\nwhich was the end of the award’s three-year performance period. Consequently, no amount was outstanding at the end of the 2026\nfiscal year. The 2025 and 2026 performance grants shown are based on the level of performance achieved at target levels at the end of\nfiscal 2026. The 2025 PSU grant and the 2026 PSU grant were measured at the threshold level for the EPS growth goal and at target for\nthe TSR goal, based on the forecast at the end of fiscal 2026. If the interim performance exceeded the threshold for the award, the reported\nvalue of the award was based on assumed achievement of the next higher performance measure that exceeds the actual interim measure of\nperformance (which was the maximum performance level for both absolute and relative EPS growth). Any payments under the 2025 and 2026\nperformance grant awards will be determined based on actual performance through 2027 and 2028, respectively, and not on any interim measure\nof performance.\n\n \n\n(4)Restricted\nstock awards outstanding as of the end of the last completed fiscal year. The market value is based on the closing price of the Company’s\ncommon stock on February 1, 2026. Each grant vests over a three-year period. The restricted stock may not be sold, assigned, transferred,\npledged, hypothecated, or otherwise encumbered or disposed of prior to the vesting date. Mr. Armstrong was granted these awards prior\nto becoming a named executive officer.\n\n \n\n37\n\n \n\n**Option\nExercised and Stock Vested Table**\n\n \n\nThe\nfollowing table sets forth information concerning equity awards vested during fiscal 2026:\n\n \n\n** **\n\n**Name**\n \nAward\ntype \nGrant\nDate \nNumber\nof shares earned upon vesting  \nValue\nRealized on Vesting ($) \n\nJeremy R. Hoff \nRSU Grant \n4/11/2022 \n 11,172  \n$94,850 \n\n  \nRSU Grant \n4/9/2024 \n 8,069  \n 69,393 \n\n  \n  \n  \n    \n   \n\nC. Earl Armstrong III \nRestricted Stock Grant \n4/11/2022 \n 1,711  \n 14,526 \n\n  \n  \n  \n    \n   \n\nAnne J. Smith \nRSU Grant \n4/11/2022 \n 2,169  \n 18,415 \n\n  \nRSU Grant \n4/9/2024 \n 1,723  \n 14,818 \n\n \n\n**Pension\nBenefits**\n\n** **\n\nThe\nfollowing table sets forth information concerning benefits provided for Ms. Smith under the Company’s Supplemental Retirement Income\nPlan (“SRIP”). Messrs. Hoff and Armstrong do not participate in the SRIP:\n\n \n\n** **\n\n**Name**\n \nPlan Name \nPlan Years of Service  \nPresent\n\nValue of\n\nAccumulated\n\nBenefits ($)(1) \n\nAnne J. Smith(2) \nSRIP \n 18  \n$881,291 \n\n \n\n \n\n(1)Assumes\na discount rate of 4.60%, based on the Moody’s Composite Bond Rate as of January 31, 2026 (rounded to the nearest 5 basis points).\n\n \n\n(2)Ms.\nSmith’s active participation in the SRIP ceased effective as of her separation from the Company on October 31, 2025. In connection\nwith her separation, the SRIP was amended to confirm that she is 95% vested in her benefit.\n\n \n\nThe\nSRIP provides a monthly supplemental retirement benefit equal to a specified percentage of the executive’s final average monthly\ncompensation (25% for Ms. Smith), payable for a 15-year period following the executive’s termination of employment. Final average\nmonthly compensation means the average monthly base salary and any annual incentive awards paid to the executive during the five-year\nperiod before their termination of employment with the Company.\n\n \n\nAn\nexecutive becomes vested in 75% of the monthly supplemental benefit if the executive remains continuously employed with the Company\nuntil reaching age 60 and is vested in additional 5% increments for each subsequent year that the executive remains continuously\nemployed with the Company. Executives who remain continuously employed to age 65 become fully vested in their monthly supplemental\nbenefit. In connection with her separation from the Company on October 31, 2025, the SRIP was amended to confirm that Ms. Smith is\n95% vested in her benefit. Additional information regarding the SRIP can be found under Executive Compensation beginning on page\n17.\n\n** **\n\n**Potential\nPayments upon Termination or Change in Control**\n\n* *\n\n*Performance\nGrants*\n\n \n\nOutstanding\nperformance grants awarded to the named executive officers provide for a lump sum cash payment to the executive officer if the Company\nundergoes a “change of control.” The payment would be made on the date of the change of control and would assume that the\nnamed executive officer remained continuously employed through the end of the applicable performance period and that the specified target\nlevels defined in the grant agreement had been attained for the applicable performance period. A change of control includes, subject\nto certain exceptions:\n\n \n\n■acquisition,\nother than from the Company, of more than 50% of the combined voting power of the Company’s Common Stock; or\n\n \n\n■a\nmajority of the members of the Board are replaced during a twelve-consecutive-month period by directors whose appointment or election\nis not endorsed by a majority of the members of the Board before the date of the appointment or election.\n\n \n\n38\n\n \n\nFor\ngrants under the 2024 Stock Incentive Plan, the Compensation Committee (or, with respect to director awards, the Board) is permitted\nto provide for vesting of awards to eligible employees in connection with a change in control of the Company if there is also a termination\nof employment in connection with the change in control. This is often referred to as “double trigger” vesting. For these\npurposes, a termination is considered to be in connection with a change of control if it occurs upon or within two years after the change\nin control and is for one of the following two reasons: (i) an involuntary termination by the Company without “cause” or\n(ii) a “constructive termination” by the participant. The terms “cause” and “constructive termination”\nare defined in the applicable award agreements. In addition, the Committee may provide for the assumption or substitution of awards by\na surviving corporation. Awards to non-employee directors may fully vest upon a change in control. \n\n \n\nThe\nperformance grants also provide for a pro-rated lump sum payment to be made in connection with the death, disability or retirement (as\ndefined in the 2024 Stock Incentive Plan) of the named executive officer. The payment would be made upon the completion of the applicable\nperformance period based on the performance levels actually achieved for the applicable performance period.\n\n \n\nThe\nfollowing table provides the estimated aggregate payments to which each named executive officer would have been entitled under his respective\nperformance grants if a change of control, or the executive’s death, disability or retirement, had occurred on the last day of\nfiscal 2026 (subject to certain assumptions, as specified below).\n\n \n\n  \nPayout under Performance Grants Upon ($)(1) \n\n  \nChange of Control  \n\n**Death, Disability**\n\n**or Retirement**\n \n\n  \n   \n  \n\nJeremy R. Hoff \n$744,702  \n$317,836 \n\nC. Earl Armstrong III \n$152,525  \n$50,842 \n\n  \n    \n   \n\nAnne J. Smith (2) \n -  \n - \n\n \n\n \n\n(1)These\namounts include the amounts payable under three-year performance grants awarded June 4, 2024\nand February 20, 2025 which are described in the Outstanding Equity Awards at Fiscal Year-End\ntable on page 36. Performance metrics were not met for the grants awarded on April 10, 2023\nand are therefore not included in the amounts shown above. The 2025 PSU grant and 2026 PSU\ngrant were measured at the threshold level for the EPS growth goal and at target for the\nTSR goal, based on the forecast at the end of fiscal 2026. The payout amounts in connection\nwith an executive’s death, disability or retirement assume that the probable level\nof performance is achieved for the applicable performance periods.\n\n \n\n(2)No\namounts are shown for Ms. Smith as her performance grants were forfeited upon her separation\nfrom the Company on October 31, 2025.\n\n \n\n*Restricted\nStock Units*\n\n \n\nThe\nCompensation Committee may provide that outstanding restricted stock units (RSUs) awarded to the named executive officers will vest earlier\nupon certain terminations of employment following a change of control and may also be eligible for earlier pro rata vesting in connection\nwith a termination of employment on account of death, disability, or retirement (as defined in the 2024 Stock Incentive Plan). A “change\nof control” of the Company for purposes of the RSUs has the same meaning as for the performance grants described above. The RSU\npayment would be a lump sum paid on the date of the change of control or as soon as administratively practicable after the vesting date\nupon the executive’s death, disability, or retirement. Any RSUs that vest upon retirement shall not be paid until the final vesting\ndate (the third anniversary of the date of grant for RSUs granted in fiscal 2025 and after). The following table provides an estimate\nof the aggregate payments that each named executive officer would have received under the executive’s RSUs if a change of control,\nor the executive’s death, disability or retirement, had occurred on the last day of fiscal 2026.\n\n \n\n  \nPayout under Restricted Stock\n\nUnits or Restricted Stock Upon\n\n($)(1) \n\n  \nChange of\n\nControl  \nDeath,\n\nDisability or\n\nRetirement \n\nJeremy R. Hoff \n$894,584  \n$465,941 \n\nC. Earl Armstrong III \n$220,707  \n$97,154 \n\n  \n    \n   \n\nAnne J. Smith (2) \n --  \n -- \n\n \n\n \n\n(1)These\namounts include the amounts payable under three-year RSUs awarded April 10, 2023, April 9,\n2024 and February 20, 2025 and the restricted stock awarded to Mr. Armstrong prior to becoming\na named executive officer, which are described in the Outstanding Equity Awards at Fiscal\nYear-End table on page 36 and are calculated based on the closing price of the Company’s\nCommon Stock as of the last trading day of fiscal 2026.\n\n \n\n(2)Ms.\nSmith separated from the Company on October 31, 2025, and forfeited all unvested shares.\n\n \n\n39\n\n \n\n**Hoff,\nArmstrong and Smith Employment Agreements**\n\n** **\n\nUnder\neach of these employment agreements, the named executive officer is entitled to receive certain payments in connection with their termination\nof employment absent “cause” or for “good reason,” and in the event of their disability or death. If the executive’s\nemployment is terminated by the Company absent “cause” (defined below) or by the executive for “good reason”\n(defined below) during the term of the agreement, they would receive:\n\n \n\n●cash\nseverance equal to eighteen (18) months of base salary for Mr. Hoff for any termination of employment that occurs before the last day\nof the fiscal year; in the case of Mr. Armstrong and Ms. Smith, cash severance equal to twelve (12) months of base salary for any termination\nof employment;\n\n \n\n●an\nannual cash incentive payment prorated for the period ending on their termination date;\n\n \n\n●a\nseverance payment in an amount equal to two times (for Mr. Hoff) and one times (for Mr. Armstrong and Ms. Smith) the sum of the officer’s\nthen-current base salary and a prorated annual cash incentive payment for the performance year in which the officer’s employment\nis terminated, if the officer’s employment is terminated for good reason or by the Company without cause and such termination date\nis within one year after a change of control; and\n\n \n\nIf\nthe named executive officer’s employment is terminated on account of disability or death, the executive or estate, as applicable,\nwould receive payment of their base salary through their termination date, and a prorated annual cash incentive payment for the period\nending with their disability or death.\n\n \n\nIf\nthe executive voluntarily terminates their employment, or they are terminated for “cause,” by the Company, they will not\nreceive any post-termination payments, other than any salary or benefit due through and including the respective executive’s date\nof termination.\n\n \n\nUnder\nthe terms of each of the employment agreements covering these executives, the following definitions of “cause” means the\nexecutive’s:\n\n \n\n●breach\nof the employment agreement;\n\n \n\n●gross\nnegligence in the performance of their material duties;\n\n \n\n●intentional\nnonperformance or mis-performance of their duties, or refusal to abide by or comply with reasonable directives of the CEO or the Company’s\npolicies and procedures;\n\n \n\n●willful\ndishonesty, fraud or misconduct with respect to the business or affairs of the Company, which in the judgment of the CEO adversely affects\nthe Company;\n\n \n\n●executive’s\narrest for, conviction of, or a plea of nolo contendere to, a felony or other crime involving moral turpitude or that otherwise threatens\nto interfere with the Company’s interests, as determined by the sole discretion of the CEO;\n\n \n\n●executive’s\nviolation of the Company’s Code of Business Conduct and Ethics; or\n\n \n\n●executive’s\nfailure to report to work or unexcused absenteeism in violation of the Company’s attendance policies.\n\n \n\nUnder\nthe terms of each of the employment agreements covering these executives, the following definitions of “good reason” mean:\n\n \n\n●a\nmaterial adverse change in the executive’s duties, authority or responsibilities;\n\n \n\n●relocation\nof executive’s principal place of employment to another location more than 75 miles away from executive’s current principal\nplace of employment; or\n\n \n\n●the\nCompany’s material breach of the employment agreement or any other agreement between the parties.\n\n \n\nIn\norder to terminate for good reason, the executive must give the Company notice of termination within 60 days following the qualifying\nevent. If the Company fails to cure the issue within 30 days, the executive may terminate for good reason within 30 days after the end\nof the cure period.\n\n** **\n\n**Payments\nupon Termination or Change of Control**\n\n \n\nThe\ntable below describes the payments due each of the named executive officers in the event of an involuntary termination of employment\nabsent “cause” or for “good reason” assuming such termination occurred on February 1, 2026, the last business\nday of the Company’s fiscal year.\n\n \n\n \n \nPayout\nunder Employment\n\nAgreement Upon\n \n\n \n \nTermination\n\nWithout\n\nCause or for\n\nGood Reason\n \n \nChange\nof\n\nControl\n \n\nJeremy\nR. Hoff(1)\n \n$\n1,020,000\n \n \n$\n1,360,000\n \n\nC.\nEarl Armstrong III(1)\n \n$\n375,000\n \n \n$\n375,000\n \n\n \n \n \n \n \n \n \n \n \n\nAnne J.\nSmith(2)\n \n$\n375,000\n \n \n \n--\n \n\n \n\n \n\n(1)These\namounts represent the cash severance payment due to each named executive officer under their\nrespective employment agreements assuming a termination date of February 1, 2026. This does\nnot include any short-term incentive payment because the Company did not achieve the threshold\nlevels of performance required for a payment.\n\n \n\n(2)Ms.\nSmith separated from the Company on October 31, 2025. The amount shown represents cash severance\npaid to her.\n\n \n\n40\n\n \n\n**EQUITY\nCOMPENSATION PLAN INFORMATION**\n\n** **\n\nThe\nfollowing table summarizes information about the Company’s equity compensation plans as of February 1, 2026:\n\n \n\n**Plan Category**** **\n**Number of securities to be issued upon exercise of\noutstanding options, warrants and rights**** **** **\n**Weighted-average exercise price of outstanding options, warrants\nand rights**** **\n\n**Approximate**\n\n**number\nof securities**\n\n**remaining\navailable for future issuance under equity compensation plans(1)**\n** **\n\n  \n   \n  \n  \n\nEquity compensation plans approved by security holders \n 0  \nN/A \n 844,000 \n\nEquity compensation plans not approved by security holders \n None  \nNone \n None \n\nTotal \n 0  \nN/A \n 844,000 \n\n \n\n \n\n(1)Shares\nallocable to incentive awards granted under the Company’s 2024 Stock Incentive Plan that expire, are forfeited, lapse or are otherwise\nterminated or cancelled are added to the shares available for incentive awards under the plan. Any shares covered by a stock appreciation\nright are counted as used only to the extent shares are actually issued to a participant when the stock appreciation right is exercised.\nAny shares retained by the Company in satisfaction of a participant’s obligation to pay applicable withholding taxes with respect\nto any incentive award and any shares covered by an incentive award that is settled in cash are added to the shares available for incentive\nawards under the plan.\n\n** **\n\n**DELINQUENT\nSECTION 16(a) REPORTS**\n\n \n\nThe\nExchange Act requires the Company’s executive officers and directors, and any persons owning more than 10% of the Common Stock,\nto file reports of ownership and changes in ownership with the SEC. Based solely on its review of Forms 3, 4 and 5 filed during or with\nrespect to the fiscal year ended February 1, 2026, and written representations from the Company’s directors and executive officers\nand certain other reporting persons that, the Company believes that all executive officers, directors and 10% shareholders complied with\nthose filing requirements and there were no late reports.\n\n \n\n**SECURITY\nOWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT**\n\n \n\nThe\nfollowing table sets forth information with respect to the beneficial ownership of the Company’s Common Stock as of April 13, 2026\n(unless noted otherwise below) by:\n\n \n\n■each\nshareholder known by the Company to be the beneficial owner of more than 5% of its outstanding Common Stock;\n\n \n\n■each\ndirector and director nominee;\n\n \n\n■each\nnamed executive officer; and\n\n \n\n■all\ncurrent directors and executive officers as a group.\n\n \n\n**Name**** **\n**Amount\nand\nNature Of\nBeneficial\nOwnership**** **** **\n**Percent\nOf Class**** **\n\nPzena Investment\nManagement, LLC (1) \n 1,416,002(1) \n 13.1%\n\nDonald Smith & Co., Inc.  et\nal (2) \n 1,066,754(2) \n 9.9%\n\nDimensional Fund Advisors\nLP (3) \n 647,330(3) \n 6.0%\n\nGlobal Value Investment Corp.\net al (4) \n 560,491(4) \n 5.2%\n\nW. Christopher Beeler, Jr. \n 63,227(5) \n * \n\nPaul A. Huckfeldt \n 43,368(6) \n * \n\nEllen C. Taaffe \n 30,197(7) \n * \n\nTonya H. Jackson \n 31,593(8) \n * \n\nJeremy R. Hoff \n 42,684(9) \n * \n\nPaulette Garafalo \n 27,147(10) \n * \n\nAnne J. Smith \n 18,293(11) \n * \n\nMaria C. Duey \n 22,660(12) \n * \n\nChristopher L. Henson \n 18,299(13) \n * \n\nC. Earl Armstrong, III \n 8,783(14) \n * \n\nAll current directors and\nexecutive officers as a group (9 persons) \n 287,958  \n 2.7%\n\n \n\n \n\n*Less\nthan one percent.\n\n \n\n(1)The\nbeneficial ownership information for Pzena Investment Management, LLC is based upon a Schedule\n13G/A filed with the SEC on October 16, 2025. The Schedule 13G/A indicates that Pzena Investment\nManagement, LLC, an investment adviser, has sole voting power with respect to 1,249,734,\nand sole disposition power with respect to all 1,416,002 shares. The principal business address\nof Pzena Investment Management, LLC is 320 Park Avenue, 8th Floor, New York, New York 10022.\n\n \n\n41\n\n \n\n(2)The\nbeneficial ownership information for Donald Smith & Co., Inc., DSCO Value Fund, L.P.\nand John Piermont is based upon a Schedule 13G filed with the SEC on February 11, 2026. The\nSchedule 13G indicates that Donald Smith & Co., Inc., an investment advisor, has sole\nvoting power with respect to 1,009,496 shares and sole disposition power with respect to\n1,054,896 shares, DSCO Value Fund, L.P., a partnership, has sole voting and disposition power\nover 9.850 shares, and Mr. Piermont, an individual, has sole voting and disposition power\nwith respect to 2,000 shares. The principal business address of Donald Smith & Co., Inc.\nis 152 West 57th Street, 29th Floor, New York, New York 10019.\n\n \n\n(3)The\nbeneficial ownership information for Dimensional Fund Advisors LP is based upon a Schedule\n13G/A filed with the SEC on April 9, 2026. The Schedule 13G/A indicates that Dimensional\nFund Advisors LP, a registered investment adviser that furnishes investment advice to four\nregistered investment companies and serves as investment manager or sub-adviser to certain\nother commingled funds, group trusts and separate accounts (such investment companies, trusts\nand accounts, collectively referred to as the “Funds”), reported holdings of\nthe Company’s Common Stock beneficially owned by the Funds such that the reporting\nperson had sole voting power over 634,339 shares and sole disposition power over all 647,330\nshares. Dimensional Fund Advisors LP reported that either it or its subsidiaries may possess\nvoting and/or investment power over the Company’s Common Stock owned by the Funds but\ndisclaimed beneficial ownership of such Company Common Stock. The principal business address\nof Dimensional Fund Advisors LP is 6300 Bee Cave Road, Building One, Austin, Texas 78746.\n\n \n\n(4)The beneficial ownership information for Global Value Investment Corporation\n(“GVIC”), Jeffrey R. Geygan, James P. Geygan, Stacy A. Wilke, Kathleen M. Geygan and Shawn G. Rice is based on a Schedule\n13D/A filed with the SEC on February 19, 2026. The Schedule 13D/A indicates that (i) GVIC is an investment adviser to managed accounts\n(the “Accounts”) and owns 2,000 shares in its corporate capacity, (ii) Mr. Jeffrey Geygan is a director of GVIC and as a result\nof his ownership interest in GVIC, he is the controlling person of GVIC while also owning 10,005 shares in his individual capacity, (iii)\nMr. James Geygan is also a director of GVIC and the interim Chief Executive Officer of GVIC, while also owning 3,480 shares in his individual\ncapacity, (iv) Ms. Wilke is Chief Financial Officer of GVIC and owns 2,460 shares in her individual capacity, (v) Ms. Geygan is a director\nof GVIC and owns 1,585 shares in her individual capacity, and (vi) Mr. Rice is a director of GVIC and owns 2,595 shares in his individual\ncapacity. The Schedule 13D/A further indicates that each of these reporting persons, directly or indirectly, share the power to vote,\nor direct the voting, of the shares held for the Accounts, and the power to dispose, or to direct the disposition of, the shares held\nfor the Accounts, and thus each of these reporting persons may be deemed to share voting and disposition power with respect to all 560,490.5\nshares. The principal business address of these reporting persons is 1433 North Water Street, Suite 400, Milwaukee, Wisconsin 53202.\n\n \n\n(5)Mr.\nBeeler has sole voting power with respect to all 63,227 shares and sole disposition power\nwith respect to 56,863 shares.\n\n \n\n(6)Mr. Huckfeldt has sole voting power with respect to 11,659 shares,\nhas sole disposition power with respect to 5,295 shares and has shared voting and disposition power with respect to 31,709 shares.\n\n \n\n(7)Ms.\nTaaffe has sole voting power with respect to all 30,197 shares and sole disposition power\nwith respect to 23,833 shares.\n\n \n\n(8)Ms.\nJackson has sole voting power with respect to all 31,593 shares and sole disposition power\nwith respect to 25,229 shares.\n\n \n\n(9)Mr.\nHoff has sole voting and disposition power with respect to 42,684 shares.\n\n \n\n(10) Ms.\nGarafalo has sole voting power with respect to all 27,147 shares and sole disposition power\nwith respect to 20,783 shares.\n\n \n\n(11) Ms.\nSmith has sole voting and disposition power with respect to 18,293 shares.\n\n \n\n(12) Ms.\nDuey has sole voting power with respect to all 22,660 shares and sole disposition power with\nrespect to 16,296 shares.\n\n \n\n(13) Mr.\nHenson has sole voting power with respect to all 18,299 shares and sole disposition power\nwith respect to 11,935 shares.\n\n \n\n(14) Mr.\nArmstrong has sole voting with respect to 8,783 shares and sole disposition power with respect\nto 5,487 shares. .\n\n \n\n42\n\n \n\n**PROPOSAL\nTWO**\n\n**RATIFICATION\nOF SELECTION OF**\n\n**INDEPENDENT\nREGISTERED PUBLIC ACCOUNTING FIRM**\n\n \n\nThe\nAudit Committee of the Board of Directors has selected the firm KPMG LLP as the Company’s independent registered public accounting\nfirm for the fiscal year ending January 31, 2027, subject to ratification by the shareholders. Action\nby the shareholders is not required by law in the selection of the Company’s independent registered public accounting firm, but\nthe Company submits its selection in order to give shareholders an opportunity to ratify the Audit Committee’s selection of KPMG.\nIf the shareholders do not ratify the selection of KPMG, the Audit Committee will reconsider the selection of the Company’s independent\nregistered public accounting firm. Unless otherwise specified, shares represented by proxies will be voted for the ratification of the\nselection of KPMG, as the Company’s independent registered public accounting firm for fiscal 2027. KPMG has served as the\nCompany’s independent registered public accounting firm since fiscal 2003.\n\n \n\nRepresentatives\nof KPMG are expected to be present at the Annual Meeting either in person or telephonically. They will have the opportunity to make a\nstatement if they desire to do so and are expected to be available to respond to appropriate questions.\n\n \n\n**Principal\nAccountant Fees and Services**\n\n** **\n\nThe\nfollowing table presents fees billed to the Company by KPMG for the:\n\n \n\n■fiscal\nyear ended February 1, 2026 (fiscal 2026), and\n\n \n\n■fiscal\nyear ended February 2, 2025 (fiscal 2025).\n\n \n\n  \n\n**Fiscal**\n\n**2026**\n  \n\n**Fiscal**\n\n**2025**\n \n\n  \n   \n  \n\nAudit Fees \n$1,845,000  \n$1,658,881 \n\nTax Fees \n None  \n None \n\nAll Other Fees \n None  \n 25,000 \n\nTotal fees \n$1,845,000  \n$1,683,881 \n\n \n\n*Audit\nFees* include KPMG’s fees for audit services, including the audits of the Company’s annual financial statements and internal\ncontrol over financial reporting, review of the Company’s quarterly financial statements included in its Forms 10-Q and review\nof SEC filings.\n\n* *\n\n*All\nOther Fees* for fiscal 2025 include fees billed by KPMG for consent to the use of fiscal 2024 audit reports in the form S-8 registration\nfor the Company’s 2024 Stock Plan.\n\n** **\n\n**Audit\nCommittee Pre-approval of Audit and Non-Audit Services**\n\n \n\nThe\nAudit Committee is required to pre-approve all audit and permitted non-audit services provided by KPMG, the Company’s auditing\nfirm. The Audit Committee has authorized the Committee Chair to approve specific tax projects up to $30,000 each or an aggregate of no\nmore than $60,000 and individual audit-related projects up to a maximum of $50,000 between Committee meetings provided that the decision\nto approve the service is presented at the next scheduled Committee meeting. Less than 1% of aggregate Audit-Related Fees and Tax Fees\nfor each fiscal year presented above was approved by the Committee pursuant to the *de minimis* waiver of the pre-approval requirement\nset forth in Regulation S-X 2.01(c)(7)(i)(C).\n\n \n\n**THE\nBOARD OF DIRECTORS RECOMMENDS A VOTE FOR RATIFICATION OF THE SELECTION OF KPMG LLP AS THE COMPANY’S INDEPENDENT REGISTERED\nPUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING JANUARY 31, 2027.**\n\n** **\n\n43\n\n** **\n\n**PROPOSAL\nTHREE\nADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION**\n\n \n\nThe\nDodd-Frank Wall Street Reform and Consumer Protection Act, enacted in July 2010, requires that the Company provide its shareholders with\nthe opportunity to vote to approve, on a non-binding, advisory basis, the compensation of the Company’s named executive officers\nas disclosed in this proxy statement. Consistent with a majority of the advisory votes cast at the 2023 Annual Meeting of Shareholders\nand the recommendation of the Company’s Board of Directors, the Company holds a shareholder advisory vote to approve the compensation\nof its named executive officers annually. The Company encourages shareholders to read the disclosures under Executive Compensation, beginning\non page 17, which include the Compensation Discussion and Analysis, the compensation tables and the narratives that accompany those tables,\nfor more information concerning the Company’s compensation philosophy, programs and practices, the compensation and governance-related\nactions taken in fiscal 2026 and the compensation awarded to the named executive officers.\n\n \n\nAs\ndescribed under the Compensation Discussion and Analysis, the Company’s executive compensation programs are designed to:\n\n \n\n■attract\nand retain highly qualified executives who will contribute significantly to the success and\nfinancial growth of the Company and enhance value for shareholders; and\n\n \n\n■motivate\nand appropriately reward executives when they achieve the Company’s financial and business\ngoals and meet their individual performance objectives.\n\n \n\nThe\nBoard believes that the Company’s executive compensation program satisfies these objectives and is worthy of shareholder support.\nIn determining whether to approve this proposal, the Board believes that shareholders should consider the following:\n\n* *\n\n*Independent\nCompensation Committee.* Executive compensation is reviewed and established by a Compensation Committee of the Board consisting solely\nof independent directors. The Compensation Committee regularly meets in executive session, without executive officers present, in determining\nannual compensation. The Compensation Committee, at its sole discretion, may obtain data, analysis and input from an independent compensation\nconsultant\n\n* *\n\n*Compensation\nis Tied to Performance.* Key elements of the Company’s compensation program, including annual cash incentives and certain long-term\nincentive awards, are aligned with financial and operational objectives established in the Board-approved annual operating plan. As a\nresult, a meaningful portion of each executive’s total compensation is “at risk” and is earned only if a threshold\nlevel of targeted performance is achieved.\n\n* *\n\n*Balanced\nCompensation Structure.* Total cash compensation is allocated between base salary and an annual incentive opportunity tied directly\nto objective and quantifiable measures of the Company’s business performance. Long-term incentive awards are balanced between those\nthat are earned only if specific performance measures are met and those that are earned if an executive remains in continuous employment\nfor a sustained period. Retirement benefits are only provided if an executive remains employed to a specified age.\n\n \n\nThis\nvote is not intended to address any specific item of compensation, but rather the overall compensation of the named executive officers\ndescribed in this proxy statement. This vote is advisory, which means that the vote is not binding on the Company, the Board of Directors\nor the Compensation Committee. To the extent there is any significant vote against named executive officer compensation as disclosed\nin this proxy statement, the Compensation Committee will evaluate whether any actions are appropriate to address the concerns of shareholders.\n\n \n\nThis\nproposal will be approved if the number of votes cast in favor of the proposal exceeds the number of votes cast against it.\n\n \n\nAccordingly,\nthe Company asks its shareholders to vote on the following resolution at the Annual Meeting:\n\n** **\n\n**RESOLVED,\nthat the Company’s shareholders approve, on an advisory basis, the compensation of the Company’s named executive officers,\nas disclosed in the Company’s proxy statement for the 2026 Annual Meeting of Shareholders pursuant to the compensation disclosure\nrules of the Securities and Exchange Commission.**\n\n** **\n\n**THE\nBOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE APPROVAL OF THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS,\nAS DISCLOSED IN THIS PROXY STATEMENT.**\n\n** **\n\n**OTHER\nBUSINESS**\n\n \n\nManagement\nknows of no other business that will be presented for consideration at the Annual Meeting, but should any other matters be brought before\nthe meeting, it is intended that the persons named in the accompanying proxy will vote that proxy at their discretion.\n\n \n\n44\n\n \n\n**ADDITIONAL\nINFORMATION**\n\n** **\n\n**Shareholder\nProposals for 2027 Annual Meeting**\n\n \n\nThe\nCompany plans to hold the 2027 Annual Meeting on June 8, 2027. The Company’s bylaws (Article II, Section 1) provide that for business\nto be properly brought before an Annual Meeting by a shareholder of record, the shareholder must, in addition to meeting other applicable\nrequirements, give timely written notice to the Secretary at the principal office of the Company. To submit business at the 2027 Annual\nMeeting, the notice must be received no later than January 8, 2027. In addition to the other matters outlined in the Company’s\nbylaws, the shareholder’s notice must include:\n\n \n\n■the\nname and address of the shareholder, as they appear on the Company’s stock transfer\nbooks;\n\n \n\n■the\nnumber of shares of stock of the Company beneficially owned by the shareholder;\n\n \n\n■a\nrepresentation that the shareholder is a record holder at the time the notice is given and\nintends to appear in person or by proxy at the meeting to present the business specified\nin the notice;\n\n \n\n■a\nbrief description of the business desired to be brought before the meeting, including the\ncomplete text of any resolutions to be presented and the reasons for wanting to conduct such\nbusiness; and\n\n \n\n■any\ninterest that the shareholder may have in such business.\n\n \n\nThe\nproxies for the 2027 Annual Meeting will have discretionary authority to vote on any matter that properly comes before the meeting if\nthe shareholder has not provided written notice before March 24, 2027.\n\n \n\nA\nproposal that any shareholder desires to have included in the proxy statement for the 2027 Annual Meeting of shareholders must be received\nby the Company no later than January 8, 2027 and must comply with the SEC rules regarding shareholder proposals.\n\n \n\nIn\naddition, to comply with the SEC universal proxy rules, shareholders who intend to solicit proxies in support of director nominees other\nthan the Company’s nominees must provide notice that sets forth the information required by Rule 14a-19 to the Corporate Secretary\nno later than 60 calendar days prior to the anniversary of the previous year’s annual meeting. For any such director nominee to\nbe included on the proxy card for next year’s annual meeting, the Corporate Secretary must receive notice under SEC Rule 14a-19\nno later than April 10, 2027. Please note that the notice requirement under SEC Rule 14a-19 is in addition to the applicable notice requirements\nand deadlines outlined under the advance notice provisions of the Bylaws described above and under “Procedures for Shareholder\nRecommendations of Director Nominees” beginning on page 10.\n\n \n\n**Shareholder\nCommunications**\n\n \n\nShareholders\nmay send written communications to the Board of Directors c/o Donna S. Adams, Secretary, Hooker Furnishings Corporation, P.O. Box 4708,\nMartinsville, Virginia 24115-4708. Any shareholder communication directed to the Board, a Director or any Board Committee, is forwarded\nto the Company’s Chief Financial Officer and then to the Board or the appropriate Director(s) or Committee(s).\n\n \n\n**A\ncopy of our Annual Report on Form 10-K will be sent without charge to any shareholder who requests it in writing, addressed to: Hooker\nFurnishings Corporation, Attn: Corporate Secretary, 440 East Commonwealth Boulevard, Martinsville, Virginia 24112. Our Annual Report\non Form 10-K is also posted and available for download from our Company website at https://investors.hookerfurnishings.com**.\n\n \n\n \nBy Order of the Board of Directors,\n\n \n \n\n \n/s/\nDonna S. Adams\n\n \nDonna S. 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