Item 1.01 Entry into a Material Definitive Agreement

Agreement and Plan of Merger



On March 7, 2023, Kimball International, Inc., an Indiana corporation
("Kimball") entered into an Agreement and Plan of Merger (the "Merger
Agreement") by and among Kimball, HNI Corporation, an Iowa corporation ("HNI"),
and Ozark Merger Sub, Inc., an Indiana corporation and a wholly-owned subsidiary
of HNI ("Merger Sub").

The Merger Agreement provides that, among other things and subject to the terms
and conditions of the Merger Agreement, (a) Merger Sub will be merged with and
into Kimball (the "Merger"), with Kimball surviving the Merger as a wholly-owned
subsidiary of HNI, and (b) at the effective time of the Merger (the "Effective
Time"), each share of common stock, par value $0.05 per share, of Kimball
("Kimball Common Stock") outstanding immediately prior to the Effective Time,
other than shares exercising dissenters' rights, shares held by Kimball as
treasury stock, shares held by HNI or any subsidiary of Kimball or HNI, and
restricted stock units with respect to shares of Kimball Common Stock
(collective, the "Excluded Shares"), will be converted into the right to receive
(i) $9.00 in cash (the "Cash Consideration") and (ii) 0.1301 shares of common
stock of HNI, par value $1.00 per share ("HNI Common Stock") (together with the
Cash Consideration, the "Merger Consideration").

The Merger Agreement provides that outstanding Kimball equity awards will be
treated as follows at the Effective Time: (a) each outstanding award of Kimball
restricted stock units that is not subject to performance vesting conditions
will cease to represent an award with respect to Kimball Common Stock and
thereafter constitute a restricted stock unit award, on the same terms and
conditions (including vesting and forfeiture, but subject to accelerated vesting
upon termination of employment without cause), with respect to a number of
shares of HNI Common Stock, determined by multiplying (i) each share of Kimball
Common Stock subject to such Kimball restricted stock unit award by (ii) the sum
of (A) 0.1301 (the "Exchange Ratio") and (B) the quotient of the sum of the Cash
Consideration plus the dividend equivalents accrued thereon, divided by the
volume weighted average price per share of HNI Common Stock on the New York
Stock Exchange for the ten consecutive trading days ending the two trading days
prior to the closing of the Merger as reported by Bloomberg, L.P. (such price,
the "Parent Share Price"); and (b) with respect to each outstanding award of
Kimball restricted stock units subject to performance-based vesting, (i) if such
vesting is based on relative total shareholder return, the award will vest at a
pro rata portion of the target amount based on the portion of the performance
cycle then completed, and (ii) if such vesting is based on earnings per share,
the award will vest at the target amount, and, in each such case of
performance-based vesting restricted stock units, the full award will
automatically be cancelled and converted into the right to receive from HNI
(shortly following the Effective Time), in respect of each share of Kimball
Common Stock subject to the vested portion of such cancelled award, an amount of
cash (without any interest thereon and subject to applicable withholding taxes),
equal to the sum of (i) the Cash Consideration, plus (ii) the Parent Share Price
multiplied by the Exchange Ratio. However, if the Effective Time occurs prior to
June 30, 2023, the tranche of each award of Kimball restricted stock units that
is not subject to performance vesting conditions and that is scheduled to vest
on June 30, 2023 will, at the Effective Time, vest and be cancelled and
converted into the right to receive from HNI (shortly following the Effective
Time), in respect of each share of Kimball Common Stock subject to such vesting
tranche, an amount of cash (without any interest thereon and subject to
applicable withholding taxes) equal to the sum of (A) the Cash Consideration
plus the dividend equivalents that have accrued thereon, and (B) the Parent
Share Price multiplied by the Exchange Ratio.

In connection with its entry into the Merger Agreement, on March 7, 2023, HNI
entered into a debt financing commitment letter and related fee letter with
Wells Fargo Bank, National Association, Wells Fargo Securities, LLC and U.S.
Bank, National Association (the "Commitment Parties"), pursuant to
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which the Commitment Parties have committed to provide HNI with debt financing
in an aggregate principal amount of $440 million in the form of a senior
unsecured 364-day bridge loan facility, subject to customary conditions as set
forth therein. The net proceeds of the debt financing will be used to pay all or
a portion of the costs associated with the transactions contemplated under the
Merger Agreement, to refinance certain existing indebtedness of Kimball and to
pay any related fees and expenses.

Kimball's board of directors has unanimously (i) determined that the Merger
Agreement and the transactions contemplated thereby, including the Merger, are
fair to, and in the best interests of, Kimball and its shareholders, (2)
approved and declared advisable the Merger Agreement and the transactions
contemplated thereby, including the Merger, and (3) resolved to recommend that
Kimball's shareholders vote in favor of the adoption of the Merger Agreement and
the transactions contemplated thereby, including the Merger.

The completion of the Merger is subject to satisfaction or waiver of certain
customary closing conditions, including (a) the receipt of the required
approvals from the shareholders of Kimball, (b) the expiration or termination of
the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of
1976, as amended (the "HSR Act") without the imposition of a Burdensome
Condition (as defined below), (c) the absence of any governmental order or law
making illegal or otherwise prohibiting the consummation of the Merger or
imposing a Burdensome Condition, (d) the effectiveness of the registration
statement on Form S-4 to be filed by HNI pursuant to which the shares of HNI
Common Stock to be issued in connection with the Merger are registered with the
Securities and Exchange Commission (the "SEC"), and (e) the authorization for
listing of the shares of HNI Common Stock to be issued in connection with the
Merger on the New York Stock Exchange ("NYSE"). The obligation of each party to
consummate the Merger is also conditioned upon the other party's representations
and warranties being true and correct (subject to certain materiality
exceptions), the other party having performed in all material respects its
obligations under the Merger Agreement, the absence of a material adverse effect
(as defined in the Merger Agreement) with respect to the other party, and the
receipt of an officer's certificate from the other party to such effect.

The Merger Agreement contains customary representations and warranties of HNI
and Kimball relating to their respective businesses, financial statements and
public filings, in each case generally subject to customary materiality
qualifiers. Additionally, the Merger Agreement provides for customary
pre-closing covenants of HNI and Kimball, including, subject to certain
exceptions, covenants relating to conducting their respective businesses in the
ordinary course consistent with past practice.

HNI and, if requested by HNI, Kimball, each also agreed to take any and all
actions and steps necessary to avoid or eliminate each impediment under any
antitrust law that may be asserted by any governmental entity to satisfy any
closing conditions relating to any antitrust law contained in the Merger
Agreement so as to enable the consummation of the Merger and other transactions
contemplated by the Merger Agreement as promptly as practicable prior the End
Date (as defined below). However, HNI will not be required to commit to or
effect any action that, individually or in the aggregate, would or would
reasonably be expected to have a material adverse effect on the business,
financial condition or operations of HNI and its subsidiaries (including Kimball
and its subsidiaries) from and after the Effective Time (calculated as if HNI
and its subsidiaries from and after the Effective Time were collectively the
same size as Kimball and its subsidiaries prior to the Effective Time) (a
"Burdensome Condition").

Kimball has agreed not to solicit alternative acquisition proposals from third
parties, provide non-public information to third parties or engage in
discussions with third parties regarding alternative acquisition proposals, and
has agreed to certain restrictions on its ability to respond to any such
proposals. However, prior to the receipt of the required approval of Kimball's
shareholders, Kimball's board of directors may withdraw, qualify or modify its
recommendation that its shareholders vote in favor of the transactions
contemplated under the Merger Agreement in connection with certain intervening
events , or
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terminate the Merger Agreement in order to enter into an agreement providing for a Superior Proposal (as defined in the Merger Agreement), subject to the requirements and limitations set forth in the Merger Agreement.



The Merger Agreement contains termination rights for each of HNI and Kimball,
including, among others, if the consummation of the Merger does not occur on or
before September 7, 2023 (provided that if as of such date all closing
. . .

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.



On March 7, 2023, Kimball's board of directors adopted and approved an amendment
to Kimball's Amended and Restated By-Laws (the "By-Laws Amendment"), which,
among other things, designates the circuit or superior courts of the State of
Indiana located in Marion County, Indiana, or in the United States District
Courts of Indiana as the sole and exclusive forum for certain legal actions,
unless Kimball consents in writing to the selection of an alternative forum.

The foregoing summary of the By-Laws Amendment does not purport to be a complete
description thereof and is qualified in its entirety by the full text of the
By-Laws Amendment, which is attached hereto as Exhibit 3.1 and is incorporated
herein by reference.
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Item 9.01 Financial Statements and Exhibits



(d) Exhibits
Exhibit
Number                Description of Exhibit
                        Agreement and     P    lan of     M    erger    ,     by and among     HNI
2.1                   C    orporation    ,     O    zark     M    erger     S    ub    , I    nc    .     and
                      Kimball International,     Inc.    ,     d    ated as of March 7, 2023
3.1                     Amendment to Amended and Restated By-Laws of Kimball International, Inc.
104                   Cover Page interactive data file (embedded within the

Inline XBRL document)




Schedules omitted pursuant to Item 601(b)(2) of Regulation S-K. HNI agrees to
furnish supplementally a copy of any omitted schedule to the SEC upon request;
provided, however, that HNI may request confidential treatment pursuant to Rule
24b-2 of the Securities Exchange Act of 1934, as amended, for any schedules or
exhibits so furnished.


                                     * * *

FORWARD-LOOKING STATEMENTS

This communication contains "forward-looking statements" within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Rule 175 promulgated
thereunder, and Section 21E of the Securities Exchange Act of 1934, as amended,
and Rule 3b-6 promulgated thereunder, which involve inherent risks and
uncertainties. Any statements about HNI's, Kimball's or the combined company's
plans, objectives, expectations, strategies, beliefs, or future performance or
events constitute forward-looking statements. Such statements are identified as
those that include words or phrases such as "believes," "expects,"
"anticipates," "plans," "trend," "objective," "continue," or similar expressions
or future or conditional verbs such as "will," "would," "should," "could,"
"might," "may," or similar expressions. Forward-looking statements involve known
and unknown risks, uncertainties, assumptions, estimates, and other important
factors that change over time and could cause actual results to differ
materially from any results, performance, or events expressed or implied by such
forward-looking statements. Such forward-looking statements include but are not
limited to statements about the benefits of the business combination transaction
between HNI and Kimball (the "Transaction"), including future financial and
operating results, the combined company's plans, objectives, expectations and
intentions, and other statements that are not historical facts.

These forward-looking statements are subject to risks and uncertainties that may
cause actual results to differ materially from those projected. In addition to
factors previously disclosed in HNI's and Kimball's reports filed with the U.S.
Securities and Exchange Commission (the "SEC") and those identified elsewhere in
this document, the following factors, among others, could cause actual results
to differ materially from forward-looking statements or historical performance:
the occurrence of any event, change, or other circumstance that could give rise
to the right of one or both of the parties to terminate the definitive merger
agreement between HNI and Kimball; the outcome of any legal proceedings that may
be instituted against HNI or Kimball; the possibility that the Transaction does
not close when expected or at all because required regulatory, shareholder, or
other approvals and other conditions to closing are not received or satisfied on
a timely basis or at all (and the risk that such approvals may result in the
imposition of conditions that could adversely affect the combined company or the
expected benefits of the Transaction); the risk that the benefits from the
Transaction may not be fully realized or may take longer to realize than
expected, including as a result of changes in, or problems arising from, general
economic and market conditions, interest and exchange rates, monetary policy,
laws and regulations and their enforcement, and the degree of competition in the
geographic and business areas in which HNI and

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Kimball operate; the ability to promptly and effectively integrate the
businesses of HNI and Kimball; the possibility that the Transaction may be more
expensive to complete than anticipated, including as a result of unexpected
factors or events; reputational risk and potential adverse reactions of HNI's or
Kimball's customers, employees or other business partners, including those
resulting from the announcement or completion of the Transaction; the dilution
caused by HNI's issuance of additional shares of its capital stock in connection
with the Transaction; the diversion of management's attention and time from
ongoing business operations and opportunities on merger-related matters; and the
impact of the global COVID-19 pandemic on HNI's or Kimball's businesses, the
ability to complete the Transaction or any of the other foregoing risks.

These factors are not necessarily all of the factors that could cause HNI's,
Kimball's or the combined company's actual results, performance, or achievements
to differ materially from those expressed in or implied by any of the
forward-looking statements. Other unknown or unpredictable factors also could
harm HNI's, Kimball's or the combined company's results.

All forward-looking statements attributable to HNI, Kimball, or the combined
company, or persons acting on HNI's or Kimball's behalf, are expressly qualified
in their entirety by the cautionary statements set forth above. Forward-looking
statements speak only as of the date they are made and HNI and Kimball do not
undertake or assume any obligation to update publicly any of these statements to
reflect actual results, new information or future events, changes in
assumptions, or changes in other factors affecting forward-looking statements,
except to the extent required by applicable law. If HNI or Kimball update one or
more forward-looking statements, no inference should be drawn that HNI or
Kimball will make additional updates with respect to those or other
forward-looking statements. Further information regarding HNI, Kimball and
factors which could affect the forward-looking statements contained herein can
be found in HNI's Annual Report on Form 10-K, its Quarterly Reports on Form
10-Q, and its other filings with the SEC, and in Kimball's Annual Report on Form
10-K, its Quarterly Reports on Form 10-Q, and its other filings with the SEC.

NO OFFER OR SOLICITATION



This communication is for informational purposes only and is not an offer to
purchase, nor a solicitation of an offer to sell, subscribe for or buy any
securities, nor the solicitation of any vote or approval in any jurisdiction
pursuant to the proposed transactions or otherwise, nor shall there be any sale,
issuance or transfer of securities in any jurisdiction in contravention of
applicable law. No offer of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the Securities Act of 1933,
as amended.

ADDITIONAL INFORMATION ABOUT THE TRANSACTION AND WHERE TO FIND IT



In connection with the Transaction, HNI will file with the SEC a Registration
Statement on Form S-4 to register the shares of HNI capital stock to be issued
in connection with the Transaction. The Registration Statement will include a
proxy statement of Kimball that also constitutes a prospectus of HNI. The
definitive joint proxy statement/prospectus will be sent to the shareholders of
Kimball seeking their approval of the Transaction and other related matters.

INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT ON
FORM S-4 AND THE JOINT PROXY STATEMENT/PROSPECTUS INCLUDED WITHIN THE
REGISTRATION STATEMENT ON FORM S-4 WHEN THEY BECOME AVAILABLE, AS WELL AS ANY
OTHER RELEVANT DOCUMENTS FILED WITH THE SEC IN CONNECTION WITH THE TRANSACTION
OR INCORPORATED BY REFERENCE INTO THE JOINT PROXY STATEMENT/PROSPECTUS, BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION REGARDING HNI, KIMBALL, THE TRANSACTION
AND RELATED MATTERS.

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Investors and security holders may obtain free copies of these documents and
other documents filed with the SEC by HNI or Kimball through the website
maintained by the SEC at http://www.sec.gov or from HNI at its website,
www.hnicorp.com, or from Kimball at its website, www.kimballinternational.com.

PARTICIPANTS IN THE SOLICITATION



HNI, Kimball, and certain of their respective directors and executive officers
may be deemed to be participants in the solicitation of proxies from the
shareholders of Kimball in connection with the Transaction under the rules of
the SEC. Information about the interests of the directors and executive officers
of HNI and Kimball and other persons who may be deemed to be participants in the
solicitation of shareholders of Kimball in connection with the Transaction and a
description of their direct and indirect interests, by security holdings or
otherwise, will be included in the joint proxy statement/prospectus related to
the Transaction, which will be filed with the SEC. Additional information about
HNI, the directors and executive officers of HNI and their ownership of HNI
common stock is also set forth in the definitive proxy statement for HNI's 2022
Annual Meeting of Shareholders, as filed with the SEC on Schedule 14A on April
1, 2022, and other documents subsequently filed by HNI with the SEC. Additional
information about Kimball, the directors and executive officers of Kimball and
their ownership of Kimball common stock can also be found in Kimball's
definitive proxy statement in connection with its 2022 Annual Meeting of
Shareholders, as filed with the SEC on September 7, 2022, and other documents
subsequently filed by Kimball with the SEC. Free copies of these documents may
be obtained as described above.


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