<PAGE>
2/25/00
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement
[_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
RULE 14a-6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
HOOKER FURNITURE CORPORATION
------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
<PAGE>
Hooker Furniture Corporation
440 East Commonwealth Boulevard
Martinsville, Virginia 24112
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To be held March 30, 2000
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of Hooker
Furniture Corporation (the "Company") will be held at the Company's corporate
headquarters, 440 East Commonwealth Boulevard, Martinsville, Virginia, on
Thursday, March 30, 2000, at 10:00 A.M., for the following purposes:
(1) To elect ten directors to serve a one-year term on the
Company's Board of Directors;
(2) To ratify the selection of BDO Seidman, LLP as the independent
public accountants for the Company for 2000; and
(3) To transact such other business as may properly be brought
before the meeting or any adjournment thereof.
The stockholders of record of the Company's Common Stock at the close of
business on February 14, 2000 are entitled to notice of and to vote at this
Annual Meeting or any adjournment thereof.
Even if you plan to attend the meeting in person, we request that you mark,
date, sign and return your proxy in the enclosed self-addressed envelope as soon
as possible so that your shares may be certain of being represented and voted at
the meeting. Any proxy given by a stockholder may be revoked by that stockholder
at any time prior to the voting of the proxy.
By Order of the Board of Directors,
/s/ Robert W. Sherwood
Robert W. Sherwood
Secretary
February 28, 2000
<PAGE>
Hooker Furniture Corporation
440 East Commonwealth Boulevard
Martinsville, Virginia 24112
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
March 30, 2000
The enclosed proxy is solicited by and on behalf of the Board of Directors
of Hooker Furniture Corporation (the "Company") for use at the Annual Meeting of
Stockholders to be held on Thursday, March 30, 2000, at 10:00 A.M., at the
Company's corporate headquarters, 440 East Commonwealth Boulevard, Martinsville,
Virginia, and any adjournment thereof. The matters to be considered and acted
upon at such meeting are described in the foregoing notice of the meeting and
this proxy statement. This proxy statement and the related form of proxy are
being mailed on or about February 28, 2000 to all holders of record on February
14, 2000 of the Company's common stock, no par value (the "Common Stock").
Shares of the Common Stock represented in person or by proxy will be voted as
hereinafter described or as otherwise specified by the stockholder. Any proxy
given by a stockholder may be revoked by such stockholder at any time prior to
the voting of the proxy by delivering a written notice to the Secretary of the
Company, by executing and delivering a later-dated proxy or by attending the
meeting and voting in person.
The cost of preparing, assembling and mailing the proxy, this proxy
statement, and other material enclosed, and all clerical and other expenses of
solicitations will be borne by the Company. In addition to the solicitation of
proxies by use of the mails, directors, officers and employees of the Company
may solicit proxies by telephone, telegram or personal interview. The Company
also will request brokerage houses and other custodians, nominees and
fiduciaries to forward soliciting material to the beneficial owners of Common
Stock held of record by such parties and will reimburse such parties for their
expenses in forwarding soliciting material.
VOTING RIGHTS
On February 14, 2000 there were 7,617,298 shares of Common Stock
outstanding and entitled to vote. Each such share of Common Stock entitles the
holder thereof to one vote.
ELECTION OF DIRECTORS
The Company proposes the reelection of J. Clyde Hooker, Jr., Paul B. Toms,
Jr., Douglas C. Williams, Henry P. Long, Jr., E. Larry Ryder, W. Christopher
Beeler, Jr., John L. Gregory, III, Irving M. Groves, Jr., A. Frank Hooker, Jr.
and L. Dudley Walker to hold office until the next Annual Meeting of
Stockholders is held and their successors are elected. All of the nominees
listed were previously elected directors by the stockholders. The Board of
Directors of the Company presently consists of 10 directors whose terms expire
at the time of the 2000 Annual Meeting.
The shares represented by proxies will be voted as specified by the
stockholder. If the stockholder does not specify his choice, the shares will be
voted in favor of the election of the nominees listed on the proxy card, except
that in the event any nominee should not continue to be available for election,
such proxies will be voted for the election of such other person as the Board of
Directors may recommend. As of the date of this proxy statement, the Board of
Directors has no reason to believe that any of the nominees named below will be
unable or unwilling to serve. Certain information regarding each nominee
follows.
<PAGE>
J. Clyde Hooker, Jr., 79, has been a Director since 1947. Mr. Hooker has
been Chairman of the Board since 1987 and Chief Executive Officer since 1966.
Mr. Hooker also served as President and Chief Operating Officer from May 1999,
upon the retirement of Mr. A. Frank Hooker, Jr., to December 1999. He was
President from 1960 to 1987. Prior to 1960, Mr. Hooker held various positions in
sales and marketing. Mr. Hooker joined the Company in 1946. He is the first
cousin of A. Frank Hooker, Jr. and the uncle of Paul B. Toms, Jr.
Paul B. Toms, Jr., 45, has been a Director since 1993. Mr. Toms was elected
President and Chief Operating Officer in December 1999. Mr. Toms was Executive
Vice President - Sales & Marketing from December 1994 to December 1999, Senior
Vice President - Sales & Marketing during 1993 and 1994 and Vice President -
Sales from 1987 to 1993. Mr. Toms joined the Company in 1983. Mr. Toms is the
nephew of J. Clyde Hooker, Jr.
Douglas C. Williams, 52, has been a Director since 1987. Mr. Williams was
elected Executive Vice President - Manufacturing in December 1999. He was Senior
Vice-President - Manufacturing from 1987 to 1999 and Vice President -
Manufacturing from 1986 to 1987. Prior to 1986, he held various positions in
production. Mr. Williams joined the Company in 1971.
Henry P. Long, Jr., 48, has been a Director since 1993. Mr. Long has been
Senior Vice President - Merchandising and Design since 1994. He was Vice
President - Sales from 1987 to 1994. Mr. Long joined the Company in 1983.
E. Larry Ryder, 52, has been a Director since 1987. Mr. Ryder has been
Senior Vice President - Finance and Administration since 1987, Assistant
Treasurer since 1998 and Assistant Secretary since 1990. He was Treasurer from
1989 to 1998 and Vice President - Finance and Administration from 1983 to 1987.
Prior to 1983, Mr. Ryder served in various financial capacities. Mr. Ryder
joined the Company in 1977.
W. Christopher Beeler, Jr., 48, has been a Director since 1994. He is the
President and Chief Executive Officer of Virginia Mirror Company, Inc. and
Virginia Glass Products Corporation, both of which manufacture and fabricate
glass products. Mr. Beeler is a director of Branch Banking and Trust Company of
Virginia (a wholly-owned subsidiary of BB&T Corporation).
John L. Gregory, III, 52, has been a Director since 1988. He is a partner
in, and is a director of, the law firm of Young, Haskins, Mann, Gregory & Smith,
P.C.
Irving M. Groves, Jr., 70, has been a Director since 1964. He is the
retired Chief Executive Officer, President and Chairman of Piedmont BankGroup (a
predecessor to MainStreet Financial Corporation which was acquired by BB&T
Corporation in 1999).
A. Frank Hooker, Jr., 70, has been a Director since 1958. He is the retired
President and Chief Operating Officer of the Company. He served in those
positions from 1987 until his retirement in May 1999. Mr. Hooker is the first
cousin of J. Clyde Hooker, Jr.
L. Dudley Walker, 69, has been a Director since 1995. He is Chairman of the
Board of VF Knitwear, Inc. (formerly Bassett-Walker, Inc.) a manufacturer of
knitted fleecewear and T-shirts and a wholly-owned subsidiary of V. F.
Corporation. Mr. Walker is the retired President and Chief Executive Officer of
Bassett-Walker, Inc. He is a director of V. F. Corporation.
The law firm of Young, Haskins, Mann, Gregory & Smith, P.C. (of which Mr.
Gregory is a director) was utilized as counsel by the Company during the fiscal
year ended November 30, 1999 and the Company expects to use the firm during the
current fiscal year.
2
<PAGE>
MEETINGS OF THE BOARD OF DIRECTORS AND COMMITTEES
The Board of Directors met six times during fiscal 1999. Each incumbent
director attended or acted upon at least 75% of the total 1999 board meetings
and committee meetings held during periods that he was a member of the Board or
such committees.
During fiscal 1999, directors received an annual retainer fee of $1,000 and
$750 for each meeting attended, including committee meetings or special
assignments. Executive officers who served as directors were not compensated for
attending special meetings or committee meetings or for special assignments. For
services as directors of the Company during 1999, Messrs. Gregory and Groves
each received $5,500 and Messrs. Beeler and Walker each received $4,750. Each of
the other directors received $4,000 for services during fiscal 1999.
Beginning in January 2000, each director will receive an annual retainer
fee of $2,000, $1,000 for each Board meeting attended and $500 for each
committee meeting . Executive officers who serve as directors will not be
compensated for attending special meetings or committee meetings.
During fiscal 1999, the Company did not have a standing audit, nominating
or compensation committee, or any committees performing similar functions.
In March 1999, the Board of Directors formed a Compensation Committee which
met for the first time on December 14, 1999. The Compensation Committee
presently consists of Messrs. Groves, Beeler, Gregory, A. Frank Hooker, Jr. and
Walker. The Compensation Committee will make recommendations concerning salaries
and incentive compensation for the chief executive officer and the next five
most highly compensated executive officers of the Company.
In December 1999, the Board of Directors formed an Audit Committee. The
Audit Committee presently consists of Messrs. Beeler, Gregory and Groves and is
charged with evaluating accounting and control procedures and practices of the
Company and reporting on such to the Board of Directors. The Audit Committee
will also serve as direct liaison with the Company's independent public
accountants and recommend the selection or discharge of such accountants.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
The Securities Exchange Act of 1934 requires the Company's executive
officers and directors, and any persons owning more than 10% of the Common
Stock, to file certain reports of ownership and changes in ownership with
the Securities and Exchange Commission. Based solely on its review of the
copies of the Forms 3, 4 and 5 received by it, and written representations
from certain reporting persons that no Forms 5 were required to be filed by
those persons, the Company believes that all executive officers, directors
and 10% stockholders complied with such filing requirements, except that
Raymond T. Harm made a late Form 3 filing.
3
<PAGE>
COMPENSATION OF EXECUTIVE OFFICERS
Summary Compensation Table
The following table sets forth, for the fiscal years ended November 30,
1999 and 1998, the compensation for services in all capacities to the Company of
those persons who at November 30, 1999 were the Company's Chief Executive
Officer, the next four most highly compensated executive officers of the Company
for the fiscal year ended November 30, 1999 and the former President and Chief
Operating Officer of the Company, who retired in May 1999 (collectively, the
"Named Executive Officers").
<TABLE>
<CAPTION>
Annual Compensation
---------------------------------- All Other
Name and Principal Position Year Salary ($)(1) Bonus ($) Compensation ($)(2)
--------------------------- ---- ------------- --------- ----------------------
<S> <C>
J. Clyde Hooker, Jr., Chairman and
Chief Executive Officer 1999 $154,001 $ 98,671 $ 26,507
1998 154,000 73,497 27,147
Paul B. Toms, Jr., President and Chief
Operating Officer (3) 1999 151,601 138,139 36,518
1998 145,600 102,896 32,503
Douglas C. Williams, Executive
Vice President-Manufacturing (4) 1999 170,200 138,139 19,777
1998 163,600 102,896 17,443
Henry P. Long, Jr., Senior Vice
President-Design & Merchandising 1999 121,601 98,671 17,162
1998 116,800 73,497 14,819
E. Larry Ryder, Senior Vice
President-Finance & Administration 1999 136,602 98,671 24,871
1998 131,200 73,497 21,816
A. Frank Hooker, Jr., President and
Chief Operating Officer (5) 1999 193,001 148,006 8,081
1998 185,200 110,246 6,454
</TABLE>
_____________
(1) Includes for each Named Executive Officer compensation for services as a
director in the amount of $4,000. See "Meetings of the Board of Directors
and Committees."
(2) All Other Compensation for 1999 for each Named Executive Officer (excluding
A. Frank Hooker, Jr.) includes the present value of the benefit to the
executive officer of the Company's contribution toward premiums for split
dollar life insurance under a program offered to all officers and plant
managers in the following amounts: J. Clyde Hooker, Jr. $18,426;
Mr. Toms, $28,437; Mr. Williams, $11, 696; Mr. Long, $9,081; and
Mr. Ryder, $16,790. The present value was calculated using the applicable
federal rate in effect for November 1999. The Company is entitled to
recover the premiums paid to the insurer on such split dollar life
policies and has retained a collateral interest in each policy to the
extent of the premiums paid with respect to such policy. All Other
Compensation for each Named Executive Officer for 1999 also includes
employer contributions to the Company's 401(k) Plan of $5,000 and ESOP of
$3,081.
(3) Mr. Toms was elected President and Chief Operating Officer on December 21,
1999. During the fiscal year ended November 30, 1999, Mr. Toms served as
Executive Vice President - Marketing.
(4) Mr. Williams was elected Executive Vice President - Manufacturing on
December 21, 1999. During the fiscal year ended November 30, 1999,
Mr. Williams served as Senior Vice President - Manufacturing.
(5) A. Frank Hooker, Jr. retired as President and Chief Operating Officer
effective May 24, 1999. He continued to receive his annual rate of salary
after termination of employment and received his full bonus for the
fiscal year ended November 30, 1999.
Salary Continuation Agreements
Messrs. Toms, Williams, Long, Ryder and A. Frank Hooker, Jr. have each
entered into a salary continuation agreement under a plan maintained by the
Company for certain management employees. Pursuant to these agreements each such
executive officer, or his beneficiary, will be entitled to receive ten annual
payments of $40,000 upon the executive officer's retirement at age 60, death or
disability. If the executive officer retires after attaining age 55 and before
4
<PAGE>
age 60, the annual payment will be reduced by 120th for each full month
remaining from the date of retirement until the executive officer's 60th
birthday. Benefits payable on account of the death of the executive officer
commence immediately, while benefits payable on account of the disability of the
executive officer will not commence until the date on which the executive
officer reaches age 60.
A. Frank Hooker, Jr. retired at age 69 effective May 24, 1999. He received
the first of his ten annual $40,000 installments under his Salary Continuation
Agreement in January 2000. He will receive nine more annual installments of
$40,000, for an aggregate payment of $400,000.
Board Interlocks and Insider Participation in Compensation Decisions
Messrs. J. Clyde Hooker, Jr., Toms, Long, Ryder and Williams are each an
officer and a director of the Company and each participated in the deliberations
of the Company's Board of Directors concerning executive officer compensation
during the fiscal year ended November 30, 1999. A. Frank Hooker, Jr., who was an
officer of the Company until his retirement in May 1999, also participated in
the deliberations of the Company's Board of Directors concerning executive
officer compensation.
See "Meetings of the Board of Directors and Committees" for information
regarding the Board's recently formed Compensation Committee.
BOARD REPORT ON EXECUTIVE COMPENSATION
General Policy
The Company's Executive Officer Compensation Program is administered by the
Board of Directors. The overall objectives of the program are to attract and
retain highly qualified executive talent, to motivate executives to achieve the
goals inherent in the Company's business strategy and to link executive
compensation to individual performance as well as the financial performance of
the Company.
The primary elements of the program are base salary, annual bonus, salary
continuation and split dollar life insurance. While the elements of
compensation described below are considered separately, the Board takes into
account all of these items of compensation as a whole in determining the
appropriate levels of executive compensation.
Base Salaries and Bonus Opportunities
The Board of Directors sets the base salaries and bonus opportunities for
the chief executive officer and chief operating officer each year. At the
beginning of the 1999 fiscal year, the Board of Directors reviewed proposals
submitted by management for the annual salary and bonus opportunity for each of
the chief executive officer and the chief operating officer. The proposed bonus
opportunity for each executive was based on a specified percentage of the
Company's adjusted pre-tax earnings in excess of $5 million.
In conducting its review of this proposal, the Board of Directors
considered management's review of a furniture industry association report on
executive compensation for certain organizations. The report analyzed industry
cash compensation levels for executive positions identical to or similar to the
positions held by the Company's senior executives. The report presented
industry salary and total cash compensation by size of the reporting
organizations.
The Board set the salary and bonus opportunity for each of the chief
executive officer and the chief operating officer at the level proposed by
management. The approved salaries and bonus opportunities fell in the upper
median range of the 73 companies who participated in the association report.
After setting the cash compensation levels of the chief executive officer
and the chief operating officer, the Board delegated to the chief executive
officer and the chief operating officer the authority to set compensation levels
for the remaining executive officers.
5
<PAGE>
Salary Continuation
The Board of Directors has established a salary continuation plan for
certain employees of the Company, including the executive officers. The plan is
designed to provide additional retirement or disability benefits to supplement
the benefits payable under the Company's tax-qualified plans. The plan is also
designed to help retain executive talent.
The plan provides benefits in specified amounts to the executives upon
retirement, death or disability. Executives become entitled to receive the full
amount of benefits available under the plan upon attainment of age 60, and a
reduced level of benefits upon attainment of age 55. Benefits are also payable
in connection with an executive's death or disability. Payment of the death
benefit commences immediately, while payment of the disability benefit does not
commence until the executive reaches age 60. Each of the Company's executive
officers, with the exception of the chief executive officer, participates in the
salary continuation plan.
Split Dollar Insurance
The policies provide the executive with life insurance benefits during his
working life and paid up insurance at his retirement. The Company is entitled
to recover premiums paid to the insurer on such split dollar policies and has
retained a collateral interest in each policy to the extent of the premiums paid
with respect to such policy.
Compliance with Internal Revenue Code Section 162(m)
Section 162(m) of the Internal Revenue Code generally prohibits the Company
from deducting compensation of over $1 million that is paid in any taxable year
to the Company's chief executive officer or to any of the other four most highly
compensated individuals who are executive officers at the end of the year.
Current compensation levels for each of the Company's executive officers are
below this threshold. In the future, the Board of Directors may approve
compensation that would not be fully deductible under Section 162(m) if, in the
Board of Director's judgment, after considering the additional costs of not
qualifying for full deduction, such compensation is appropriate.
Creation of Compensation Committee
In March 1999, the Board of Directors created a Compensation Committee,
consisting entirely of members who are not employees of the Company. In the
future, the Compensation Committee will review and recommend to the Board of
Directors actions to continue a compensation structure intended to enhance the
profitability of the Company.
Respectfully submitted,
J. Clyde Hooker, Jr.
Paul B. Toms, Jr.
Douglas C. Williams
Henry P. Long, Jr.
E. Larry Ryder
W. Christopher Beeler, Jr.
John L. Gregory, III
Irving M. Groves, Jr.
A. Frank Hooker, Jr.,
L. Dudley Walker
6
<PAGE>
PERFORMANCE GRAPH
The following graph compares cumulative total stockholder return for the
Company with a broad performance indicator, the Russell 2000(R) Index, and an
industry index, the Wood Household Furniture Index, for the period from
April 5, 1999, the date the Company's Common Stock was registered under
Section 12(g) of the Securities Exchange Act of 1934, as amended, to
November 30, 1999.
COMPARISON OF CUMULATIVE TOTAL RETURN (1)
HOOKER FURNITURE CORPORATION, WOOD HOUSEHOLD FURNITURE INDEX,
RUSSELL 2000(R) INDEX
[GRAPH]
<TABLE>
<CAPTION>
04/05/1999 05/31/1999 08/31/1999 11/30/1999
<S> <C> <C> <C> <C>
Hooker Furniture (2) 100.00 103.08 96.72 93.78
Wood Household Furniture Index (3) 100.00 114.32 101.40 105.20
Russell 2000(R) Index (4) 100.00 110.34 107.64 114.15
</TABLE>
(1) The graph shows the cumulative total return on $100 invested at the
beginning of the measurement period in the Company's Common Stock or the
specified index, including reinvestment of dividends.
(2) The Company's Common Stock is not listed for trading on any securities
exchange or on Nasdaq and there is no established public trading market
for the Company's Common Stock. The cumulative total return for the
Company's Common Stock is based upon stock price information provided
by the National Association of Securities Dealers, Inc. as reported to
it by its member firms. That stock price information represents a
limited number of transactions in the Company's Common Stock in the
"over-the-counter" market during the period indicated.
(3) SIC Code 2511 Wood Household Furniture Index as prepared by Media
General Financial Services, Inc. ("Media General"). At February 9,
2000, Media General reported that SIC Code 2511 consisted of: Bassett
Furniture Industries, Inc., Bush Industries, Inc. (Class A Common
Stock), Chromcraft Revington, Inc., DMI Furniture, Inc., Ethan Allen
Interiors Inc., Furniture Brands International, Inc., Pulaski Furniture
Corporation and Stanley Furniture Company, Inc.
(4) The Russell 2000(R) Index, prepared by Frank Russell Company, measures
the performance of the 2000 smallest companies out of the 3,000 largest
U.S. companies based on total market capitalization.
7
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information with respect to the
beneficial ownership of the Company's Common Stock as of February 14, 2000, by
each stockholder known by the Company to be the beneficial owner of more than 5%
of its outstanding Common Stock, by each director and director nominee, by each
of the Named Executive Officers and by all directors and executive officers as a
group:
<TABLE>
<CAPTION>
Amount and Nature of Beneficial Percent
Name Ownership (1) Of Class
---- ------------- --------
<S> <C>
J. Clyde Hooker, Jr. (2)............................................ 1,523,570 (3)(4) 20.0%
Paul B. Toms, Jr. (2)............................................... 1,180,456 (5)(6) 15.5%
Mabel H. Toms (2)................................................... 1,128,048 (4)(6)(7) 14.8%
Hooker Furniture Corporation Employee Stock Ownership Plan (8)...... 564,270 (9) 7.4%
A. Frank Hooker, Jr. (2)............................................ 409,610 (10) 5.4%
W. Christopher Beeler, Jr. (2)...................................... 82,400 (11) 1.1%
Irving M. Groves, Jr. (2)........................................... 25,796 (12) *
E. Larry Ryder (2).................................................. 12,998 (13) *
Douglas C. Williams (2)............................................. 12,070 (14) *
L. Dudley Walker (2)................................................ 10,000 *
Henry P. Long, Jr. (2).............................................. 7,302 (15) *
John L. Gregory, III (2)............................................ 800 *
All directors and executive officers as a group (11 persons)........ 2,561,002 (16) 33.6%
</TABLE>
* Less than one percent.
(1) All share information in this proxy statement reflects a two-for-one stock
split effective January 31, 2000.
(2) The business address for such persons is c/o Hooker Furniture Corporation,
440 East Commonwealth Boulevard, Martinsville, Virginia 24112.
(3) J. Clyde Hooker, Jr. has sole voting and dispositive power with respect to
615,372 shares and shared voting and dispositive power with respect to
902,960 shares. Mr. Hooker also has sole voting power with respect to
5,238 shares held by the Hooker Furniture Corporation Employee Stock
Ownership Plan (the "ESOP"). Shares beneficially owned by Mr. Hooker do not
include 262,912 shares beneficially owned by members of his family;
Mr. Hooker disclaims beneficial ownership of such shares. Mr. Hooker may
be deemed to share dispositive power with respect to the shares held by the
ESOP (see footnote (9) below).
(4) J. Clyde Hooker, Jr. and Mabel H. Toms share voting and dispositive power
with respect to 704,000 shares held by family trusts. Such shares are
included in the shares beneficially owned by Mr. Hooker and by Mrs. Toms.
(5) Mr. Toms has sole voting and dispositive power with respect to 47,402
shares and shared voting and dispositive power with respect to 1,129,950
shares. Mr. Toms also has sole voting power with respect to 3,104 shares
held by the ESOP. Shares beneficially owned by Mr. Toms do not include
2,936 shares beneficially owned by his wife; Mr. Toms disclaims beneficial
ownership of such shares.
(6) Mabel H. Toms and her adult children, one of whom is Mr. Toms, share voting
and dispositive power with respect to 198,960 shares held by a family trust
(the "Toms Family Trust"). In addition, pursuant to a revocable power of
attorney, Mr. Toms has shared voting and dispositive power with respect to
all 1,128,048 shares (which include the 198,960 shares held by the Toms
Family Trust) beneficially owned by Mrs. Toms.
(7) Mrs. Toms has sole voting and dispositive power with respect to 225,088
shares and shared voting and dispositive power with respect to 902,960
shares.
(8) BB&T Corporation serves as trustee (the "ESOP Trustee") of the ESOP. The
business address for the ESOP Trustee is BB&T Corporation, Trust Investment
Department, P.O. Box 29542, Raleigh, North Carolina 27626-0542.
(9) Shares reported as owned by the ESOP include 30,504 shares that are also
reported as beneficially owned by the executive officers. The ESOP Trustee
has dispositive power with respect to shares owned by the ESOP. The ESOP
Trustee may dispose of ESOP shares only at the direction of a committee
appointed by the Company. During fiscal 1999 such committee consisted of
the following officers of the Company: J. Clyde Hooker, Jr., E. Larry
Ryder and Jack R. Palmer (Vice President - Human Resources). The ESOP
Trustee has sole voting power with respect to 44,560 shares held by the
ESOP, which have not been allocated to plan participants. Allocated shares
are voted by the ESOP Trustee in accordance with the direction of the ESOP
participants.
(10) A. Frank Hooker, Jr. has sole voting and dispositive power with respect to
256,800 shares and shared voting and dispositive power with respect to
145,442 shares. Mr. Hooker also has sole voting power with respect to
7,368 shares held by the ESOP.
8
<PAGE>
(11) Mr. Beeler has sole voting and dispositive power with respect to 2,400
shares and shared voting and dispositive power with respect to 80,000
shares.
(12) Mr. Groves has sole voting and dispositive power with respect to 25,196
shares and shared voting and dispositive power with respect to 600 shares.
Shares beneficially owned by Mr. Groves do not include 12,200 shares
beneficially owned by his wife; Mr. Groves disclaims beneficial ownership
of such shares.
(13) Includes 4,998 shares held by the ESOP, with respect to which Mr. Ryder has
sole voting power. Mr. Ryder may also be deemed share dispositive power
with respect to the shares held by the ESOP (see footnote (9) above).
(14) Includes 6,494 shares held by the ESOP, with respect to which Mr. Williams
has sole voting power.
(15) Mr. Long has sole voting and dispositive power with respect to 2,800 shares
and shared voting and dispositive power with respect to 1,200 shares.
Mr. Long also has sole voting power with respect to 3,302 shares held by
the ESOP.
(16) Messrs. J. Clyde Hooker, Jr. and Ryder, each of whom is an executive
officer and a director, may be deemed to share dispositive power with
respect to the shares held by the ESOP (see footnote (9) above).
RATIFICATION OF SELECTION OF
INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors has selected the firm of BDO Seidman, LLP as
independent public accountants for the Company for 2000, subject to
ratification by the stockholders. Action by stockholders is not required by
law in the selection of independent public accountants, but their selection is
submitted by the Board in order to give the stockholders an opportunity to
ratify the Board's selection. If the stockholders do not ratify the selection
of BDO Seidman, LLP, the Board of Directors will reconsider the selection of
independent public accountants. Unless otherwise specified, shares represented
by proxies will be voted for the ratification of the selection of BDO Seidman,
LLP, as independent public accountants for 2000.
Representatives of BDO Seidman, LLP are expected to be present at the
Annual Meeting. Such representatives will have the opportunity to make a
statement if they desire to do so and are expected to be available to respond
to appropriate questions.
OTHER BUSINESS
Management knows of no other business which will be presented for
consideration at the Annual Meeting, but should any other matters be brought
before the meeting, it is intended that the persons named in the accompanying
proxy will vote such proxy at their discretion.
ADDITIONAL INFORMATION
Voting Procedures. Votes will be tabulated by one or more Inspectors of
Elections. A majority of the total votes entitled to be cast on matters to be
considered at the Annual Meeting constitutes a quorum. If a share is represented
for any purpose at the Annual Meeting, it is deemed to be present for quorum
purposes and for all other matters as well. Abstentions and shares held of
record by a broker or its nominee ("Broker Shares") that are voted on any matter
are included in determining the number of votes present or represented at the
Annual Meeting. However, Broker Shares that are not voted on any matter at the
Annual Meeting will not be included in determining whether a quorum is present
at such meeting.
The election of each nominee for director requires the affirmative vote of
the holders of shares representing a plurality of the votes cast in the election
of directors. Votes that are withheld and Broker Shares that are not voted in
the election of directors will not be included in determining the number of
votes cast and, therefore, will have no effect on the election of directors.
Actions on all other matters to come before the meeting will be approved if the
votes cast in favor of the action exceed the votes cast against it. Abstentions
and Broker Shares that are not voted are not considered cast either for or
against a matter and, therefore, will have no effect on the outcome.
9
<PAGE>
Stockholder Proposals for 2001 Annual Meeting. Any stockholder desiring to
present a proposal to the stockholders at the 2001 Annual Meeting and who
desires that such proposal be included in the Company's proxy statement and
proxy card relating to that meeting, must transmit such to the Secretary of the
Company so that it is received at the Company's principal executive offices on
or before October 31, 2000. All such proposals should be in compliance with
applicable Securities and Exchange Commission regulations. With respect to
stockholder proposals that are not included in the proxy statement for the 2001
Annual Meeting, the persons named in the proxy solicited by the Company's Board
of Directors for the 2001 Annual Meeting will be entitled to exercise the
discretionary voting power conferred by such proxy under the circumstances
specified in Rule 14a-4(c) under the Securities Exchange Act of 1934, as
amended, including with respect to proposals received by the Company after
January 14, 2001.
By Order of the Board of Directors,
/s/ Robert W. Sherwood
Robert W. Sherwood
Secretary
February 28, 2000
10
<PAGE>
REVOCABLE PROXY
HOOKER FURNITURE CORPORATION
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
For the Annual Meeting of Stockholders called for March 30, 2000
The undersigned hereby appoints J. Clyde Hooker, Jr. and Paul B. Toms, Jr.,
or either of them, the attorneys, agents and proxies of the undersigned, with
full power of substitution, to vote all the shares of common stock of Hooker
Furniture Corporation which the undersigned is entitled to vote at the Annual
Meeting of Stockholders of the Company to be held at the general offices of the
Company, 440 East Commonwealth Boulevard, Martinsville, Virginia 24112 on March
30, 2000 at 10:00 A.M., and all adjournments thereof, with all the powers the
undersigned would possess if then and there personally present. Without
limiting the general authorization and power hereby given, the above proxies
are directed to vote as instructed on the matters below:
(1) Election of Directors
<TABLE>
<S> <C>
[_] FOR all nominees listed below [_] WITHHOLD AUTHORITY to vote for all nominees listed
(except as indicated otherwise below
below)
</TABLE>
NOMINEES: J. Clyde Hooker, Jr., Paul B. Toms, Jr., Douglas C. Williams, Henry
P. Long, Jr., E. Larry Ryder, W. Christopher Beeler, Jr., John L. Gregory, III,
Irving M. Groves, Jr., A. Frank Hooker, Jr., L. Dudley Walker
INSTRUCTIONS: To withhold authority to vote for any individual nominee, write
such nominee's name in the space provided below.
---------------------------------------
(2) Ratification of the selection of BDO Seidman LLP, as independent public
accountants of the Company for 2000.
[_] FOR [_] AGAINST [_] ABSTAIN
(3)In their discretion the proxies are authorized to vote upon such other
matters as may come before the meeting or any adjournment thereof.
All as more particularly described in the Company's Proxy Statement for the
Annual Meeting of Stockholders to be held on March 30, 2000, receipt of which
is hereby acknowledged.
(Continued and to be dated and signed on reverse side)
<PAGE>
[LOGO FOR IBM CARD GOES HERE]
(continued from reverse side)
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS SPECIFIED BY THE
UNDERSIGNED STOCKHOLDER. IF NO CHOICE IS SPECIFIED BY THE STOCKHOLDER, THIS
PROXY WILL BE VOTED "FOR" ALL PORTIONS OF ITEMS (1) AND (2), AND IN THE
PROXIES' DISCRETION ON ANY OTHER MATTERS COMING BEFORE THE MEETING.
The undersigned hereby revokes any proxy or proxies heretofore given to vote
upon or act with respect to such stock and hereby ratifies and confirms all
that said proxies, their substitutes or any of them may lawfully do by virtue
hereof.
Please date this Proxy Card and sign
your name exactly as it appears hereon.
Where there is more than one owner,
each should sign. When signing as an
attorney, administrator, executor,
guardian or trustee, please add your
title as such. If executed by a
corporation, this Proxy Card should be
signed by a duly authorized officer. If
executed by a partnership, please sign
in partnership name by authorized
persons.
Dated ____________________________, 2000
________________________________________
________________________________________
Please promptly mark, sign and mail
this Proxy Card in the enclosed enve-
lope. No postage is required.
