INTERFACE INC: Submission of Matters for Securityholder Voting, Other Events, Financial Statements and Exhibits (Form 8-K)

Section 5.07. Submitting Matters to a Vote of Securityholders.

Annual meeting of shareholders

(a) Interface, Inc. (the “Company”) held its annual meeting of shareholders on
May 16, 2022.

(b) The matters considered at the annual meeting and the votes cast for, against or upheld, together with the number of brokers abstaining and not voting, relating to each matter were:

(i) Election of Directors (elected by plurality vote; however, the Company has adopted a policy which requires that a nominee who does not receive a majority affirmative vote in an uncontested election of Directors tender their resignation from the Board of directors and the committees of the board on which they serve, as more fully described in the company’s proxy statement filed with the Securities and Exchange Commission on April 52022):

                                      For        Withheld       Non-Votes
John P. Burke               48,446,176     2,528,620       2,730,553
Dwight Gibson               49,311,687     1,663,109       2,730,553
Daniel T. Hendrix           49,403,436     1,571,360       2,730,553
Laurel M. Hurd              49,231,372     1,743,424       2,730,553
Christopher G. Kennedy      48,692,157     2,282,639       2,730,553
Joseph Keough               48,945,891     2,028,905       2,730,553
Catherine M. Kilbane        48,635,991     2,338,805       2,730,553
K. David Kohler             48,051,106     2,923,690       2,730,553
Robert T. O'Brien           49,223,363     1,751,433       2,730,553

All candidates were elected and also received the affirmative vote of the majority of the votes cast.

(ii) Advisory vote on executive compensation:

         For:   49,363,688
     Against:    1,590,268
     Abstain:       20,840
   Non-Votes:    2,730,553



The Corporation’s executive compensation for its Named Executive Officers has been approved on an advisory basis.

(iii)  Ratification of the appointment of BDO USA, LLP to serve as independent
auditors for 2022:

        For:   51,401,408
    Against:    1,280,127
    Abstain:    1,023,814
  Non-Votes:            0



Ratification of the appointment of BDO USA, LLP to act as independent auditors of the Company for 2022 has been approved.

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ARTICLE 8.01 OTHER EVENTS.

On May 17, 2022the Board of Directors of the Company authorized and adopted a new share buyback program within the limit $100 million ordinary shares of the Company. Pursuant to the program, the Company may purchase shares on a discretionary basis from time to time, without notice, subject to prevailing market conditions and other considerations. Purchases made under the Program may be made on the open market or in privately negotiated transactions from time to time as permitted by federal securities laws and other legal requirements, including by the through Rule 10b5-1 trading plans. The timing, manner, price and amount of any redemption will be determined by the Company in its discretion and will be subject to economic and market conditions, the share price, applicable legal requirements and other factors. The program does not obligate the Company to repurchase a specific number or amount of shares, or to do so within specific time limits, and may be modified, suspended or discontinued at any time at the discretion of the Company and without notice.

This current report on Form 8-K contains statements that constitute “forward-looking statements” within the meaning of the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended by the Private Securities Litigation Reform Act of 1995 Forward-looking statements include all future stock repurchases, which will be effected, if any, at the Company’s discretion. The forward-looking statements set forth herein involve a number of risks and uncertainties that could cause actual results to differ materially from these statements, including risks and uncertainties associated with economic conditions in the commercial interior and the risks and uncertainties discussed under the heading “Risk Factors” included in Item 1A of the Company’s Annual Report on Form 10-K for the fiscal year ended January 2, 2022 and the company’s quarterly report on Form 10-Q for the period ended April 3, 2022, the discussions of which are incorporated herein by this reference. All forward-looking statements are made pursuant to the Private Securities Litigation Reform Act of 1995 and, as such, speak only as of the date made. The Company assumes no responsibility to update or revise any forward-looking statements made in this report and cautions readers not to place undue reliance on such forward-looking statements.

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Item 9.01 Financial statements and supporting documents


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
















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