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1.	Electing two Directors for a term of three years each or until their successors are elected and qualified;

2.	Ratifying the Audit Committee's selection of KPMG LLP as the Corporation's independent registered public accountant for the fiscal year ending December 31, 2016;

3.	Holding an advisory vote to approve named executive officer compensation; and

4.	Transacting any other business properly brought before the meeting or any adjournment or postponement.

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•	Election of each of the two nominees for Director named on page 6 of this Proxy Statement under "Proposal No. 1 – Election of Directors."

•	Ratification of the Audit Committee's selection of KPMG LLP as the Corporation's independent registered public accountant for the fiscal year ending December 31, 2016 ("Fiscal 2016"), as described on page 15 of this Proxy Statement under "Proposal No. 2 – Ratification of Audit Committee's Selection of KPMG LLP as the Corporation's Independent Registered Public Accountant for Fiscal 2016."

•	Adoption of an advisory resolution approving the compensation of the Corporation's named executive officers as described on page 45 of this Proxy Statement under "Proposal No. 3 – Advisory Vote to Approve Named Executive Officer Compensation."

•	Fill out the enclosed proxy card, sign it and mail it in the enclosed, postage-paid envelope;

•	Vote by internet (if available, instructions are on the proxy card); or

•	Vote by telephone (if available, instructions are on the proxy card).

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•	as necessary to meet applicable legal requirements;

•	to allow for the tabulation of votes and certification of the vote; and

•	to facilitate a successful proxy solicitation.

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•	contributions or payments (including the provision of goods and services) by the Corporation to a charitable organization (including a foundation), a university or other not-for-profit organization in which a Director or a Director's immediate family member is a director, trustee, officer or employee, unless the contribution or payment (excluding matching gifts) was:

◦	made to an entity for which the Director or the Director's spouse currently serves as a director, trustee or officer and he or she served in such position at the time of the contribution or payment;

◦	made within the three fiscal years preceding the date of any independence determination; and

◦	in an amount exceeding the greater of $1,000,000 or two percent of the charitable organization's aggregate annual charitable receipts during the organization's last completed fiscal year prior to the date of the contribution or payment; and

•	other business relationships between a Director or a Director's immediate family member and the Corporation, such as a purchase by the Corporation of products or services, including consulting, legal or financial advisory services, unless:

◦	the Director or the Director's spouse is a partner, officer or ten percent owner of a company or firm providing such products or services, and he or she held such position at any time within the 12 months preceding the date of any determination;

◦	the products or services were provided within the three fiscal years preceding the date of any determination; and

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◦	the products or services provided during any 12-month period were in an aggregate amount exceeding the greater of $1,000,000 or one percent of such company's or firm's consolidated gross revenues for its last completed fiscal year.

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•	presiding at all meetings of the independent Directors;

•	communicating to the Chairman and CEO the substance of the discussions and consensus reached at the meetings of independent Directors;

•	encouraging the independent Directors and the Chairman and CEO to communicate with each other at any time and to act as principal liaison between the independent Directors and the Chairman and CEO on sensitive matters;

•	providing input to the Chairman and CEO on preparation of agendas for Board and committee meetings;

•	presiding at Board meetings when the Chairman and CEO is not in attendance;

•	acting as spokesperson for the Corporation in the event the Chairman and CEO is unable to act due to conflict of interest or incapacity; and

•	receiving and responding to communications from interested parties to the independent Directors.

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•	current business trends affecting the Corporation;

•	major risks facing the Corporation;

•	steps management has taken to monitor and control such risks; and

•	adequacy of internal controls that could significantly affect the Corporation's financial statements.

•	inventories the known risks facing the Corporation that relate specifically to compensation policies and practices;

•	identifies and evaluates the Corporation's compensation program features and other practices and controls used to monitor and mitigate the risks identified in the risk inventory; and

•	determines whether risks relating to the Corporation's compensation policies and practices, as managed, are reasonably likely to have a material adverse effect on the Corporation as a whole.

•	overall compensation levels competitive with the market;

•	stock ownership guidelines for senior executives and an insider trading policy for members;

•	a compensation recovery policy in the event of a financial restatement due to fraud or intentional misconduct;

•	a compensation mix balanced among:

◦	fixed components comprised primarily of salary and benefits;

◦	annual incentives rewarding Corporation or operating unit financial performance (60 percent) and individual performance (40 percent);

◦	long-term incentives rewarding Corporation financial performance over a three-year period; and

◦	equity awards in the form of stock options cliff-vesting four years and expiring ten years after the grant date and stock restricted from being sold by executives until they leave the Corporation;

•	incentive programs using financial measures with sliding scales, with amounts interpolated for payouts between minimum, target and maximum (payout minimum of 50 percent of target with cap at 200 percent of target for the financial component of annual incentive compensation awards under the HNI Corporation Annual Incentive Plan, as amended and restated (the

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•	individual strategic objective component of the annual incentive compensation award under the Incentive Plan capped at 125 percent of target;

•

Board discretion to reduce both annual and long-term incentive compensation award payouts under the Incentive Plan and the HNI Corporation Long-Term Performance Plan, as amended and restated (the "Performance Plan"), respectively, when reduction would be appropriate based on the recipient's performance or behavior immediately following the performance period or to account for an extraordinary or unanticipated event (e.g., one-time gain on sale of asset);

•	effective management processes for developing strategic and annual operating plans and strong internal financial controls; and

•	oversight of the Corporation's compensation programs by the Compensation Committee and the Board.

•	transactions available to all members generally;

•	transactions involving less than $100,000 when aggregated with all similar transactions;

•	transactions involving compensation or indemnification of executive officers and Directors duly authorized by the appropriate Board committee;

•	transactions involving reimbursement for routine expenses in accordance with Corporation policy;

•	transactions in which a related person's interest arises (a) only from the person's position as a director of a corporation or organization, (b) only from the person's direct or indirect ownership (which will include the ownership of any immediate family

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•	transactions in which a related person's interest arises only from the ownership of a class of equity securities of the Corporation and all holders of the class receive the same benefits on a pro rata basis;

•	transactions in which the rate charged by a related person is determined by competitive bid; and

•	purchases of any products on the same terms available to all members generally.

•	whether the transaction is in conformity with the Corporation's Member Code of Integrity (the code of business conduct and ethics) (the "Ethics Code"), the Governance Guidelines, the By-laws and other related policies, including outside business activities of officers and managers, outside directorships of officers and conflicts of interest, and is in the best interests of the Corporation;

•	whether the transaction would be in the ordinary course of the Corporation's business;

•	whether the transaction is on terms comparable to those that could be obtained in arm's length dealings with an unrelated third party;

•	the disclosure standards set forth in Item 404 of Regulation S-K or any similar provision; and

•	whether the transaction could call into question the status of any Director or Director nominee as an independent director under the NYSE listing standards pertaining to director independence and the Categorical Standards.

•	approve the transaction if entered into in the ordinary course of business, for an aggregate amount of $120,000 or less and on terms comparable to those that could be obtained in arm's length dealings with an unrelated third party;

•	disallow the transaction if not in the best interests of the Corporation;

•	recommend the Audit Committee review the transaction in advance; or

•	allow the transaction, subject to ratification by the Audit Committee, but only if the interests of the Corporation will be best served by allowing the transaction to proceed.

•	in the case of an ongoing transaction, submit it to the Audit Committee for ratification, amendment or termination; or

•	in the case of a completed transaction, submit it to the Audit Committee for ratification, amendment or rescission.

•	an executive officer, Director or Director nominee of the Corporation;

•	a person who is an immediate family member (including a person's spouse, parents, stepparents, children, stepchildren, siblings, fathers- and mothers-in-law, sons- and daughters-in-law, brothers- and sisters-in-law, and anyone (other than members) who share the person's home) of an executive officer, Director or Director nominee;

•	a shareholder owning in excess of five percent of the Corporation's voting securities (or its controlled affiliates), or an immediate family member of such five percent shareholder; or

•	an entity which is owned or controlled by a related person or an entity in which a related person has a substantial ownership interest.

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(1)	Audit fees represent fees for professional services provided in connection with the audit of the annual financial statements, review of quarterly financial statements and audit services provided in connection with other statutory and regulatory filings or engagements.

(2)	Audit-related fees represent accounting consultations.

(3)	Tax fees represent fees billed for tax compliance, tax advice and tax planning.

(4)	All other fees represent fees billed for review of conflict minerals report.

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•	No perquisites. The Corporation, consistent with its longstanding culture, does not offer any perquisites to Named Executive Officers, other than standard relocation assistance.

•

Executive Stock Ownership Guideline. Each Named Executive Officer is expected to demonstrate a commitment to the Corporation's member-owner culture and alignment with shareholders by achieving a specified level of stock ownership (4x base salary for Mr. Askren and 2x base salary for each other Named Executive Officer) within a specified time. As of the Record Date, each Named Executive Officer met or exceeded the specified level of ownership for Fiscal 2015. In early 2016, the Board increased the specified level of stock ownership, including for the Named Executive Officers.

•	Compensation Risk Assessment. The Compensation Committee monitors the Corporation's compensation program for risk and annually oversees a multi-disciplinary process. Based on the most recent assessment, the Compensation Committee believes the risks related to the Corporation’s compensation program are not reasonably likely to have a material adverse effect on the Corporation.

•	Anti-Hedging. The Corporation prohibits members (including the Named Executive Officers) or Directors from engaging in short-term or speculative transactions involving the Corporation's securities, including short sales, margin transactions and buying put or call options.

•

Clawbacks. If financial results are significantly restated due to fraud or intentional misconduct, the Board will review any performance-based compensation paid to executive officers found to be personally responsible for the fraud or intentional misconduct leading to the restatement and may, to the extent permitted by law, seek recoupment of amounts paid in excess based on the restated financial results.

•	alignment with the long-term interests of shareholders and members;

•	members are fairly and reasonably compensated relative to peers; and

•	consideration of both corporate and individual performance.

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•	compare the Chairman and CEO's base salary, annual and long-term incentive award opportunities and overall compensation to a defined peer group of companies the Corporation competes with for business, talent or both; and

•	survey data covering a wide range of companies to ensure the salaries, annual and long-term incentive award opportunities and overall compensation for the Named Executive Officers, other than the Chairman and CEO, are in line with similar roles at a broad base of other companies.

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•	derive the peer market median annual and long-term incentive compensation award targets;

•	derive the peer market median for base salary and total cash compensation paid, generally composed of base salary and annual incentive compensation; and

•	establish, together with the independent Directors, annual and long-term incentive compensation award targets for Fiscal 2015.

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•	Towers Watson, U.S. Compensation Data Bank – General Industry Executive Database, Single Regression Report dated March 1, 2015;

•	Mercer Human Resource Consulting – US Mercer Benchmark Database, Executive Compensation Survey dated August 1, 2015; and

•	Towers Watson Data Services – CompSource Online, Survey Report on Top Management Compensation dated March 1, 2015.

•	derive the approximate market median for base salary and total cash compensation paid at the time of appointment or change in responsibilities or when there has been a significant change in market compensation levels;

•	derive the approximate market median for target awards at the time of appointment or change in responsibilities or when there has been a significant change in market compensation levels; and

•	establish award targets.

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•	potential for further growth, development and advancement;

•	individual performance and competency; and

•	nature of experience both in service to the Corporation and other experience.

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•	For Mr. Askren:    ($1,304,100 * 60%) * 118%.

•	For Mr. Tjaden:    ($317,661 * 60%) * 118%.

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(1)

The Black-Scholes option value for award purposes was $22.66 and differs from the Black-Scholes option value calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation – Stock Compensation ("FASB ASC Topic 718"), for financial statement reporting purposes ($18.45). The difference between the Black-Scholes option value for award purposes and the Black-Scholes option value for financial statement reporting purposes results from utilizing a ten-year option life when calculating the value of an award and a six-year expected option life when reporting the value of the award under FASB ASC Topic 718. Utilization of the ten-year option life when calculating the value of an award results in fewer options granted to executives due to the higher option value produced.

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•	$51.0 million under the 2013-2015 Plan, resulting in an earned award of 159% for Fiscal 2015;

•	$47.6 million under the 2014-2016 Plan, resulting in an earned award of 162% for Fiscal 2015; and

•	$45.5 million, under the 2015-2017 Plan, resulting in an earned award of 76% for Fiscal 2015.

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•	emphasize pay for performance;

•	align executive and shareholder interests; and

•	encourage the achievement of established financial performance goals and individual strategic objectives.

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•	performance-based awards with rolling three-year performance periods under the Performance Plan; and

•	equity grants to select executives, including all Named Executive Officers, under the Stock Plan.

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•	employed at the date of distribution (including on leave of absence or receiving disability pay);

•	retired in accordance with the retirement policy during the most recent profit-sharing period; or

•	terminated due to disability.

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(1)	The amounts in this column reflect the payments of cash profit-sharing during calendar years 2015, 2014 and 2013 under the Cash Profit-Sharing Plan.

(2)	No stock awards were granted in Fiscal 2015, Fiscal 2014 or Fiscal 2013.

(3)

The amounts in this column reflect the aggregate grant date fair value of stock options granted in Fiscal 2015, Fiscal 2014 and Fiscal 2013 under the Stock Plan computed in accordance with FASB ASC Topic 718. Assumptions used in the calculations of these amounts are included in the footnote titled "Stock-Based Compensation" to the Corporation's audited financial statements for: (i) Fiscal 2015 included in the Corporation's Annual Report on Form 10-K for the year ended January 2, 2016; (ii) Fiscal 2014 included in the Corporation's Annual Report on Form 10-K for the year ended January 3, 2015; and (iii) Fiscal 2013 included in the Corporation's Annual Report on Form 10-K for the year ended December 28, 2013.

(4)

The amounts in this column include annual incentive compensation awards earned in Fiscal 2015, Fiscal 2014 and Fiscal 2013 under the Incentive Plan. The awards earned in Fiscal 2015 were paid in February 2016. For Fiscal 2015, in addition to awards earned under the Incentive Plan, this column also includes the cash portion of Performance Plan awards earned for the 2015 portion of the 2013-2015 Plan, the 2014-2016 Plan and the 2015-2017 Plan. The 2013-2015 Plan award was paid in February 2016 and was subject to continuous employment through the last day of Fiscal 2015. The 2014-2016 Plan award will not be paid until 2017 and is subject to continuous employment through the last day of fiscal year 2016. The 2015-2017 Plan award will not be paid until 2018 and is subject to continuous employment through the last day of fiscal year 2017. The breakdown between the Incentive Plan and the Performance Plan awards for Fiscal 2015 is as follows: Mr. Askren – $1,471,025 under the Incentive Plan, $349,922 under the 2013-2015 Plan, $425,250 under the 2014-2016 Plan and $206,483 under the 2015-2017 Plan; Mr. Tjaden – $353,239 under the Incentive Plan, $75,197 under the 2013-2015 Plan, $79,298 under the 2014-2016 Plan and $38,690 under the 2015-2017 Plan; Mr. Determan – $231,513 under the Incentive Plan, $76,329 under the 2013-2015 Plan, $80,491 under the 2014-2016 Plan and $39,272 under the 2015-2017 Plan; Mr. Dittmer – $482,414 under the Incentive Plan, $84,141 under the 2013-2015 Plan, $104,017 under the 2014-2016 Plan and $50,750 under the 2015-2017 Plan; and Mr. Lorenger – $449,268 under the Incentive Plan, $70,278 under the 2013-2015 Plan, $100,406 under the 2014-2016 Plan and $49,554 under the 2015-2017 Plan.

(5)	The amounts in this column include the Corporation's contributions to the Retirement Plan, the dollar value of Corporation-paid life insurance premiums under the Life Insurance Plan, both of which are generally available to all members, and the dollar value of Common Stock paid

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(1)

There is no threshold performance level for the individual strategic objective component of the annual incentive compensation award under the Incentive Plan. However, with respect to the financial component of the annual incentive compensation award under the Incentive Plan, a 50 percent payout level is the minimum performance threshold required to receive a payout and is the amount reflected above as the threshold for the Incentive Plan.

(1)	All stock options cliff-vest four years after the grant date. Vesting dates for each unexercisable stock option award, in descending order, for each Named Executive Officer are as follows: February 15, 2016, February 13, 2017, February 12, 2018, and February 18, 2019.

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(2)	For fiscal years prior to Fiscal 2008, the exercise price was the average of the high and low transaction prices of a share of Common Stock on the grant date. Stock options granted in Fiscal 2008 and after under the Stock Plan have an exercise price equal to the closing price of a share of Common Stock on the grant date.

(1)

This column is calculated by multiplying the number of shares acquired by the difference between the actual sale price on the date of exercise or, if the shares were retained by the Named Executive Officer, the closing price of a share of Common Stock on the date of exercise and the exercise price of the stock options. Messrs. Askren, Tjaden, and Determan exercised the following options in Fiscal 2015:

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(1)

The amount of Mr. Askren's contribution before taxes, $209,788, is reflected in the "All Other Compensation" Column of the Summary Compensation Table for Mr. Askren's Fiscal 2014 compensation. The amount of Mr. Determan's contribution before taxes, $259,505, includes $231,513 for “Non-Equity Incentive Plan Compensation" reflected in the Summary Compensation Table and $27,992 reflected in the "All Other Compensation" Column of the Summary Compensation Table for Mr. Determan's Fiscal 2014 compensation.

(2)

The reported dollar value is the sum of (i) share price appreciation (or depreciation) in the account balance during Fiscal 2015 not attributable to contributions, withdrawals or distributions during Fiscal 2015 and (ii) dividends earned on the account balance during Fiscal 2015. The share price appreciation (or depreciation) is calculated by first multiplying 47,690, the number of nonvoting share units in Mr. Askren's account at the end of Fiscal 2014, by $36.06, the closing price of a share of Common Stock on December 31, 2015, the last trading day of Fiscal 2015; and then subtracting from such amount Mr. Askren's aggregate account balance at the end of Fiscal 2014 – $2,408,345. The dividends earned on the account balance during Fiscal 2015 were $54,425. The dividends earned on Mr. Determan’s account balance during Fiscal 2015 were $2,512, and the interest earned on Mr. Determan’s account balance during Fiscal 2015 was $38,937.

(3)

The reported dollar value is calculated by multiplying 52,827, the number of nonvoting share units in Mr. Askren's account at the end of Fiscal 2015, by $36.06, the closing price of a share of Common Stock on December 31, 2015, the last trading day of Fiscal 2015. For Mr. Determan, the reported dollar value is calculated by (a) multiplying 2,439, the number of nonvoting share units in the account at the end of Fiscal 2015, by $36.06, the closing price of a share of Common Stock on December 31, 2015, the last trading day of Fiscal 2015 and (b) adding the cash balance of Mr. Determan's deferral of cash awards.

•	when a third person or entity becomes the beneficial owner of 20 percent or more of the outstanding Common Stock, subject to certain exceptions;

•	when more than one-third of the Board is composed of persons not recommended by at least three-fourths of the incumbent Board;

•	upon the occurrence of certain business combinations involving the Corporation; or

•	upon approval by shareholders of a complete liquidation or dissolution.

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•	assignment to the executive of any duties substantially inconsistent with the executive's position, authority or responsibilities or any other substantial adverse changes in the executive's position (including title), authority or responsibilities;

•	failure to comply with any of the provisions of the agreement;

•	a required change of more than 50 miles in the executive's principal place of work, except for travel reasonably required in performing the executive's responsibilities;

•	a purported termination of the executive's employment by the Corporation not permitted by the agreement;

•	failure to require a successor company to assume the agreement; or

•	the executive's good faith determination the CIC resulted in the executive being substantially unable to carry out authorities or responsibilities attached to the position held prior to the CIC.

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(1)

Under the CIC Agreements for each Named Executive Officer, the amounts in this column include the following: (i) an amount equal to two times (three times for Mr. Askren) the sum of (a) the executive's annual base salary and (b) the average of the executive's annual incentive compensation awards for the prior two years; (ii) an amount equal to the value of the cost of health and dental coverage for an additional six months from the date of termination; (iii) an amount equal to the value of the "gross-up" for any federal, state and local taxes applicable to the value of six months of health and dental coverage continuation; and (iv) an amount equal to the value of 24 months of continued participation in the Corporation's accidental death and travel accident insurance plan and disability plans. The amount of cash severance

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(2)	Represents the value of the following benefits provided following termination of employment under the CIC Agreements for each Named Executive Officer: medical and dental benefits for 18 months, group life insurance benefits for 24 months, and the value of the Corporation’s required contributions to the Retirement Plan.

(3)	Represents the value of the annual incentive award earned for Fiscal 2015, which the Named Executive Officer would be entitled to receive under the Incentive Plan if he remained employed by the Corporation on the last day of Fiscal 2015.

(4)

Represents the estimated 2013-2015 Plan, 2014-2016, and 2015-2017 Plan award payable. This amount has been based on the following assumptions for 2013-2015 Plan: (i) economic profit of 134 percent of the targeted amount for the 2013 performance year; (ii) economic profit of 77 percent of the targeted amount for the 2014 performance year; and (iii) economic profit of 159 percent of the targeted amount for the 2015 performance year. The amount payable based on these assumptions accounts for employment during the entire 36-month performance period. No amount would be payable until the first fiscal quarter of 2016. 2014-2016 Plan: (i) economic profit of 35 percent of the targeted amount for the 2014 performance year; (ii) economic profit of 162 percent of the targeted amount for the 2015 performance year; and (iii) economic profit of 100 percent of the targeted amount for the 2016 performance year. The amount payable based on these assumptions has been prorated to account for employment during 24 months of the 36-month performance period. No amount would be payable until the first fiscal quarter of 2017. This amount has been based on the following assumptions for 2015-2017 Plan: (i) economic profit of 76 percent of the targeted amount for the 2015 performance year; (ii) economic profit of 100 percent of the targeted amount for the 2016 performance year; and (iii) economic profit of 100 percent of the targeted amount for the 2017 performance year. The amount payable based on these assumptions has been prorated to account for employment during 12 months of the 36-month performance period. No amount would be payable until the first fiscal quarter of 2018. Amounts included for the Performance Plan are estimates and are forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Due to the number of factors, the actual amounts we pay or distribute under the Performance Plan may differ materially. Factors affecting these amounts include the financial performance of the Corporation during 2016, 2017 and 2018 and the achievement of economic profit goals.

(5)	Represents the value of accelerating the vesting of stock options not otherwise vested in accordance with the Stock Plan. Such options will remain exercisable until the expiration date established at the time of award.

(6)	Represents the payment to "gross-up" the executive's compensation under the executive's CIC Agreement for any excise tax and for any federal, state and local taxes applicable to the excise tax "gross-up."

(1)	Represents the value of the annual incentive award earned for Fiscal 2015, which the Named Executive Officer would be entitled to receive under the Incentive Plan if he remained employed by the Corporation on the last day of Fiscal 2015.

(2)

Represents the estimated 2013-2015 Plan, 2014-2016, and 2015-2017 Plan award payable. This amount has been based on the following assumptions for 2013-2015 Plan: (i) economic profit of 134 percent of the targeted amount for the 2013 performance year; (ii) economic profit of 77 percent of the targeted amount for the 2014 performance year; and (iii) economic profit of 159 percent of the targeted amount for the 2015 performance year. The amount payable based on these assumptions accounts for employment during the entire 36-month performance period. No amount would be payable until the first fiscal quarter of 2016. 2014-2016 Plan: (i) economic profit of 35 percent of the targeted amount for the 2014 performance year; (ii) economic profit of 162 percent of the targeted amount for the 2015 performance year; and (iii) economic profit of 100 percent of the targeted amount for the 2016 performance year. The amount payable based on these

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(3)	Represents the value of accelerating the vesting of stock options not otherwise vested in accordance with the Stock Plan. These options will remain exercisable until the expiration date established at the time of award.

(1)	Represents the proceeds of the life insurance policy maintained by the Corporation for each of the Named Executive Officers under the Life Insurance Plan. The policy amount is equal to the lesser of the insured's annual base salary or $150,000.

(2)	Represents the value of the Corporation’s required contributions to the Retirement Plan.

(3)	Represents the value of the annual incentive award earned for Fiscal 2014, which the Named Executive Officer would be entitled to receive under the Incentive Plan if he remained employed by the Corporation on the last day of Fiscal 2014.

(4)

Represents the estimated 2013-2015 Plan, 2014-2016, and 2015-2017 Plan award payable. This amount has been based on the following assumptions for 2013-2015 Plan: (i) economic profit of 134 percent of the targeted amount for the 2013 performance year; (ii) economic profit of 77 percent of the targeted amount for the 2014 performance year; and (iii) economic profit of 159 percent of the targeted amount for the 2015 performance year. The amount payable based on these assumptions accounts for employment during the entire 36-month performance period. No amount would be payable until the first fiscal quarter of 2016. 2014-2016 Plan: (i) economic profit of 35 percent of the targeted amount for the 2014 performance year; (ii) economic profit of 162 percent of the targeted amount for the 2015 performance year; and (iii) economic profit of 100 percent of the targeted amount for the 2016 performance year. The amount payable based on these assumptions has been prorated to account for employment during 24 months of the 36-month performance period. No amount would be payable until the first fiscal quarter of 2017. This amount has been based on the following assumptions for 2015-2017 Plan: (i) economic profit of 76 percent of the targeted amount for the 2015 performance year; (ii) economic profit of 100 percent of the targeted amount for the 2016 performance year; and (iii) economic profit of 100 percent of the targeted amount for the 2017 performance year. The amount payable based on these assumptions has been prorated to account for employment during 12 months of the 36-month performance period. No amount would be payable until the first fiscal quarter of 2018. Amounts included for the Performance Plan are estimates and are forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Due to the number of factors, the actual amounts we pay or distribute under the Performance Plan may differ materially. Factors affecting these amounts include the financial performance of the Corporation during 2016, 2017 and 2018 and the achievement of economic profit goals.

(5)	Represents the value of accelerating the vesting of stock options not otherwise vested in accordance with the Stock Plan. Such options will remain exercisable until two years from the date of death.

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(1)	Represents the value of the Corporation’s required contributions to the Retirement Plan.

(2)	Represents the value of the annual incentive award earned for Fiscal 2015, which the Named Executive Officer would be entitled to receive under the Incentive Plan if he remained employed by the Corporation on the last day of Fiscal 2015.

(3)

Represents the estimated 2013-2015 Plan, 2014-2016, and 2015-2017 Plan award payable. This amount has been based on the following assumptions for 2013-2015 Plan: (i) economic profit of 134 percent of the targeted amount for the 2013 performance year; (ii) economic profit of 77 percent of the targeted amount for the 2014 performance year; and (iii) economic profit of 159 percent of the targeted amount for the 2015 performance year. The amount payable based on these assumptions accounts for employment during the entire 36-month performance period. No amount would be payable until the first fiscal quarter of 2016. 2014-2016 Plan: (i) economic profit of 35 percent of the targeted amount for the 2014 performance year; (ii) economic profit of 162 percent of the targeted amount for the 2015 performance year; and (iii) economic profit of 100 percent of the targeted amount for the 2016 performance year. The amount payable based on these assumptions has been prorated to account for employment during 24 months of the 36-month performance period. No amount would be payable until the first fiscal quarter of 2017. This amount has been based on the following assumptions for 2015-2017 Plan: (i) economic profit of 76 percent of the targeted amount for the 2015 performance year; (ii) economic profit of 100 percent of the targeted amount for the 2016 performance year; and (iii) economic profit of 100 percent of the targeted amount for the 2017 performance year. The amount payable based on these assumptions has been prorated to account for employment during 12 months of the 36-month performance period. No amount would be payable until the first fiscal quarter of 2018. Amounts included for the Performance Plan are estimates and are forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Due to the number of factors, the actual amounts we pay or distribute under the Performance Plan may differ materially. Factors affecting these amounts include the financial performance of the Corporation during 2016, 2017 and 2018 and the achievement of economic profit goals.

(4)	Represents the value of accelerating the vesting of stock options not otherwise vested in accordance with the Stock Plan. Such options will remain exercisable until two years from the date of disability.

(1)	Represents the value of the Corporation’s required contributions to the Retirement Plan.

(2)	Represents the value of the annual incentive award earned for Fiscal 2015, which the Named Executive Officer would be entitled to receive under the Incentive Plan if he remained employed by the Corporation on the last day of Fiscal 2015.

(3)

Represents the estimated 2013-2015 Plan, 2014-2016, and 2015-2017 Plan award payable. This amount has been based on the following assumptions for 2013-2015 Plan: (i) economic profit of 134 percent of the targeted amount for the 2013 performance year; (ii) economic profit of 77 percent of the targeted amount for the 2014 performance year; and (iii) economic profit of 159 percent of the targeted amount for the 2015 performance year. The amount payable based on these assumptions accounts for employment during the entire 36-month performance period. No amount would be payable until the first fiscal quarter of 2016. 2014-2016 Plan: (i) economic profit of 35 percent of the targeted amount for the 2014 performance year; (ii) economic profit of 162 percent of the targeted amount for the 2015 performance

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(4)	Represents the value of accelerating the vesting of stock options not otherwise vested in accordance with the Stock Plan. Such options will remain exercisable until three years from the date of retirement.

•	the independent Directors and the Compensation Committee believe the executive compensation program has been effective at incenting achievement of financial performance goals, individual strategic objectives and creation of shareholder value as illustrated by the Corporation's improved financial performance in Fiscal 2015;

•	a majority of each Named Executive Officer's annual compensation opportunity is comprised of incentive-based, at-risk compensation;

•	a meaningful portion of the Named Executive Officers' long-term incentive compensation in Fiscal 2015 was performance-based;

•	equity is a significant component of total compensation;

•	overall compensation levels for the Named Executive Officers are competitive with the market; and

•	the Corporation maintains the following governance practices with respect to the executive compensation program:

◦	significant stock ownership guidelines;

◦	no perquisites except standard relocation assistance;

◦	anti-hedging policy for the Named Executive Officers; and

◦	a compensation recovery policy for repayment of performance-based compensation in certain circumstances.

•	a cash installment payment of $15,500 at the February Board meeting and $16,250 at each of the May, August and November Board meetings; and

•	a $95,000 Common Stock grant at the May Board meeting.

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(1)

For Fiscal 2015, the independent Directors listed in the table above each earned the following fees: Ms. Bell - $64,250 annual retainer plus $2,000 retainer for service on the Audit Committee and $6,250 retainer for service as Chairperson of the Audit Committee; Mr. Calado - $64,250 annual retainer plus $1,000 for travel in excess of 6 hours on one occasions; Ms. Francis - $64,250 annual retainer plus $4,000 for service on the Audit Committee and $7,500 for service as Chairperson of the Audit Committee; Mr. Jenkins – $64,250 annual retainer plus $5,000 for services as Chairperson of the Governance Committee and $4,000 for travel in excess of 6 hours on four occasions; Mr. Martin - $64,250 annual retainer plus $4,375 retainer for service as Chairperson of the Compensation Committee and $2,000 for service on the Audit Committee and $1,000 for travel in excess of 6 hours on one occasion; Mr. Porcellato – $64,250 annual retainer plus $4,375 retainer for service as Chairperson of the Governance Committee and 2,000 for service on the Audit Committee; Ms. Smith – $64,250 annual retainer plus $16,875 for service as Lead Director; Mr. Stern – $64,250 annual retainer plus $2,000 retainer for service on the Audit Committee and Mr. Waters - $64,250 annual retainer plus $5,000 for service as Chairperson of the Compensation Committee. Ms. Francis elected to receive 100 percent of cash retainer in the form of shares of Common Stock under the 2007 Equity Plan, which equated 1,609 shares. Mr. Martin elected to receive 50 percent of cash retainer in the form of shares of Common Stock under the 2007 Equity Plan, which equated to 744 shares. Mses. Bell and Smith each elected to receive 100 percent and Messrs. Jenkins and Martin elected to receive 50 percent of their cash retainers in the form of nonvoting share units under the Directors Deferred Plan, which equated to the following number of nonvoting share units: Ms. Bell – 1,526; Ms. Smith – 1,717; and Mr. Jenkins – 735 Mr. Martin – 746.

(1)

Represents the portion of the annual retainer paid in the form of shares – a $95,000 Common Stock grant authorized by the Board on May 5, 2015 under the 2007 Equity Plan. Each independent Director serving on the Board as of May 5, 2015, was issued 1,977 shares of Common Stock at a price of $48.05 (the closing price of a share of Common Stock on the date of grant, May 5, 2015) for a total grant date fair value of $94,995, as computed in accordance with FASB Accounting Standards Codification Topic 718. The difference between the $95,000 Common Stock grant authorized by the Board and the actual value of Common Stock issued ($94,995) was approximately $5. As the Corporation only issues fractional shares under the Directors Deferred Plan, and not under the 2007 Equity Plan, the Corporation paid each independent Director serving on the Board as of May 5, 2015, $5, either in the form of cash in lieu of a fractional share for those Directors that did not elect to defer their Common Stock grant under the Directors Deferred Plan or in the form of a fractional share for those Directors that did elect to defer their Common Stock grant under the Directors Deferred Plan. Mses. Bell and Smith and Messrs. Jenkins and Martin each deferred 100 percent of their Common Stock grants under the Directors Deferred Plan. There are no unexercised option awards or unvested stock awards outstanding as of the end of Fiscal 2015 for any of the Directors.

(2)

Includes above-market interest earned on cash compensation deferred under the Directors Deferred Plan. Interest on deferred cash compensation is earned at one percent over the prime rate. Mr. Jenkins deferred 50 percent of his cash compensation. Above-market interest earned by Mr. Porcellato is for cash compensation deferred prior to January 1, 2007, and interest earned by Mr. Waters is for cash compensation deferred prior to January 1, 2010.

(3)	Includes dividends earned on Common Stock grants during Fiscal 2015.

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(1)	State Farm Insurance Companies consists of the following entities: State Farm Mutual Automobile Insurance Company; State Farm Fire and Casualty Company; State Farm Investment Management Corp.; State Farm Insurance Companies Employee Retirement Trust; State Farm Mutual Fund Trust; and State Farm Insurance Companies Savings and Thrift Plan for U.S. Employees.

(2)	Information is based on a Schedule 13G/A filed February 2, 2016 with the SEC by State Farm Insurance Companies for the period ended December 31, 2015.  Of the 7,384,343 shares beneficially owned, State Farm Insurance Companies has sole voting and investment power with respect to 7,366,400 shares and shared voting and investment power with respect to 17,943 shares.

(3)

The following subsidiaries of BlackRock, Inc. hold the shares of Common Stock noted:  BlackRock Institutional Trust Company, N.A.; BlackRock Fund Advisors; BlackRock Asset Management Canada Limited; BlackRock Asset Management Schweiz AG; BlackRock Advisors, LLC; BlackRock Investment Management, LLC; BlackRock Financial Management, Inc.; BlackRock Asset Management Ireland Limited; BlackRock Investment Management (Australia) Limited; and BlackRock Investment Management (UK) Limited

(4)	Information is based on a Schedule 13G/A filed January 26, 2016 with the SEC by BlackRock, Inc., for the period ended December 31, 2015.  Of the 3,753,489 shares beneficially owned, BlackRock Inc. has sole investment power with respect to all such shares and sole voting power with respect to 3,652,868 shares.

(5)	The following subsidiaries of The Vanguard Group, Inc. hold the shares of Common Stock noted: Vanguard Fiduciary Trust Company and Vanguard Investments Australia, Ltd.

(6)

Information is based on a Schedule 13G filed February 11, 2016 with the SEC by The Vanguard Group, Inc., for the period ended December 31, 2015.  Of the 3,025,518 shares beneficially owned, The Vanguard Group, Inc. has sole voting power with respect to 97,695 shares, shared voting power with respect to 2,800 shares, sole investment power with respect to 2,927,823 shares, and shared investment power with respect to 97,695 shares.

(7)	Information is based on a Schedule 13G/A filed February 12, 2016 with the SEC by FMR LLC, parent company of Fidelity Management & Research Company, for the period ended December 31, 2015.  Of the 2,781,617 shares beneficially owned, Fidelity Management & Research Company has sole investment power, but no voting power, with respect to all such shares.

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(1)

Includes restricted shares held by executive officers over which they have voting power but not investment power, shares held directly or in joint tenancy, shares held in trust, by broker, bank or nominee or other indirect means and over which the individual or member of the group has sole voting or shared voting and/or investment power. Each individual or member of the group has sole voting and/or investment power with respect to the shares shown in the table above, except Mr. Askren's spouse shares voting and investment power with respect to 7,588 of the 143,884 shares listed above for Mr. Askren, and Mr. Calado's former spouse shares voting and investment power with respect to 5,000 of the 49,779 shares listed above for Mr. Calado.

(2)

Indicates the nonvoting share units credited to the account of the named individual or members of the group, as applicable, under either the Deferred Plan or the Directors Deferred Plan. For additional information on the Deferred Plan, see "Retirement and Other Compensation Plans – Deferred Compensation Plan" on page 32 and the Nonqualified Deferred Compensation for Fiscal 2015 Table on page 39 of this Proxy Statement. For additional information on the Directors Deferred Plan, see "Director Compensation" on page 46 of this Proxy Statement.

(3)	* less than one percent.

(1)

Includes: (i) shares to be issued upon the exercise of outstanding stock options granted under the Stock Plan – 3,173,932 and the HNI Stock-Based Compensation Plan (the "Prior Stock Plan") – 184,391 prior to termination of such Plan in May 2007; (ii) shares to be issued upon the vesting of outstanding RSUs under the Stock Plan – 38,500; and (iii) the target value of the 2015 Incentive Plan awards for all award recipients divided by $36.06, the closing price of a share of Common Stock on December 31, 2015, the last trading day of Fiscal

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(2)

Includes the nonvoting share units credited to the account of individual executive officers or Directors under either the Deferred Plan – 56,311 or the Directors Deferred Plan – 202,973. For additional information on the Deferred Plan, see "Retirement and Other Compensation Plans – Deferred Compensation Plan" on page 32 and the Nonqualified Deferred Compensation for Fiscal 2015 Table on page 39 of this Proxy Statement. For additional information on the Directors Deferred Plan, see "Director Compensation" on page 46 of this Proxy Statement.

(3)	This column does not take into account any of the RSUs, Performance Plan awards, Incentive Plan awards or nonvoting share units discussed in Notes 1 and 2 above.

(4)

Includes shares available for issuance under the Stock Plan – 3,670,874, the 2007 Equity Plan – 185,151 and the HNI Corporation 2002 Members' Stock Purchase Plan (the "MSPP") – 373,203. Of the 9,000,000 shares (increased from 5,000,000 in 2013 amendment) originally available for issuance under the Stock Plan, no more than 3,000,000 (increased from 2,000,000 in 2013 amendment) of such shares can be issued as full-value awards. At the end of Fiscal 2015, 1,950,898 of the 3,000,000 shares reserved for full-value awards were available for issuance. Of the remaining shares available for issuance under the 2007 Equity Plan, all can be issued as full-value awards. The MSPP allows members to purchase Common Stock at 85 percent of the closing share price on each quarterly exercise date up to an annual aggregate amount of $25,000 per year and is available generally to all members.

(5)	Includes nonvoting share units available for issuance under the Deferred Plan – 237,244 and the Directors Deferred Plan – 383,444.

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