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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
                                   

FORM 8-K
                                   

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): October 16, 2024
                                   

INTERFACE INC
__________________
           
(Exact name of Registrant as Specified in its Charter)
Georgia 001-33994 58-1451243
(State or other Jurisdiction of Incorporation or Organization) (Commission File
Number)		 (IRS Employer
Identification No.)
1280 West Peachtree Street NWAtlantaGeorgia30309
(Address of principal executive offices)(Zip code)

Registrant’s telephone number, including area code:  (770) 437-6800

Not Applicable 
(Former name or former address, if changed since last report)
Securities Registered Pursuant to Section 12(b) of the Act:
Title of Each ClassTrading Symbol(s)Name of Each Exchange on Which Registered
Common Stock, $0.10 Par Value Per ShareTILENasdaq Global Select Market

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company       ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.   ¨




Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.


On October 16, 2024, Interface, Inc. (the “Company”) entered into a tax equalization agreement (the “Stansfield Tax Equalization Agreement”) with Nigel Stansfield, the Company’s Chief Innovation & Sustainability Officer. Mr. Stansfield’s role as the Company’s principal innovation officer involves him providing services on behalf of the Company while traveling frequently from his home in the United Kingdom to the United States. This activity may create a personal U.S. income tax filing obligation for Mr. Stansfield and associated payroll withholding obligations for the Company, in addition to Mr. Stansfield’s continuing U.K. tax filing requirements. The Company believes it is appropriate to apply a tax equalization approach to his U.S. and U.K. tax withholding obligations to equalize tax benefits and burdens between the U.S. and U.K. so that Mr. Stansfield will be provided with after-tax compensation equivalent to what he would have received had he (i) not been subject to any additional U.S. income tax filing and withholding requirements, and (ii) remained a taxpayer solely in the United Kingdom.

The foregoing description of the Stansfield Tax Equalization Agreement is a summary and is qualified in its entirety by reference to the document, which is filed as Exhibit 99.1 and incorporated herein by reference.





















Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.
Exhibit No.Description
99.1
104Cover Page Interactive Data File (embedded within the Inline XBRL document)


















SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 
 INTERFACE, INC.
  
  
By:     
  /s/ David B. Foshee               
 David B. Foshee
 Vice President
Date:  October 21, 2024 





15 October 2024


Mr. Nigel W. Stansfield
VP, Chief Innovation & Sustainability Officer
Interface, Inc.


Dear Nigel:

On behalf of Interface, Inc. and its subsidiaries (collectively, the “Company”), this letter agreement will confirm and memorialize our agreement to adopt and apply a policy of Tax Equalization in connection with certain U.S. income tax filing and related withholding obligations associated with your current role as the Company’s VP, Chief Innovation & Sustainability Officer.

As we have discussed, your role as the Company’s principal innovation executive officer involves providing services on behalf of the Company’s U.S. parent Interface, Inc. while traveling frequently from your home in the United Kingdom to the United States as part of your current role. This creates a personal U.S. income tax filing obligation for you.

The Company agrees it will take appropriate steps to implement procedures to address these U.S. tax filing and/or associated withholding obligations in a manner as minimally disruptive as possible to your normal payroll cycle. This includes – after consulting with both U.S.- and U.K-based tax professionals – making the necessary adjustments to your U.K. tax withholding rates, formalizing the process for satisfying associated intercompany receivables if created between your UK-based employer (Interface Europe, Ltd.) and Interface, Inc., as well as making appropriate adjustments to correct for currency exchange rates.

In connection with the above, the Company agrees to apply a tax equalization approach so as to equalize tax benefits and burdens between the United Kingdom and the United States from both an employer and employee perspective. The objective will be to provide you with after-tax compensation equivalent to what you would have received had you (i) not been subject to this additional U.S. income tax filing and withholding requirement, and (ii) remained as a taxpayer solely in the United Kingdom.

These adjustments and/or processes described above will be structured so they do not implicate or violate the restrictions on company loans to executive officers under Section 402 of the Sarbanes-Oxley Act of 2002.




Please indicate your agreement to these matters by signing where indicated below. Other than as explicitly referenced above, nothing herein modifies the terms and conditions of you employment with Interface, Inc. and/or any of its subsidiaries as memorialized in (i) the 15 August 2022 Contract of Employment between you and Interface Europe, Ltd., and (ii) the Severance Protection and Change in Control Agreement between you and Interface, Inc. dated 15 August 2022.


Very truly yours,


/s/ Greg Minano
Greg Minano
Vice President & CHRO
Interface, Inc.





Acknowledged and Agreed:



/s/ Nigel W. Stansfield
Nigel W. Stansfield




v3.24.3
Document and Entity Information Document
Oct. 16, 2024
Cover [Abstract]  
Title of 12(b) Security Common Stock, $0.10 Par Value Per Share
Document Type 8-K
Document Period End Date Oct. 16, 2024
Entity Registrant Name INTERFACE INC
Entity Incorporation, State or Country Code GA
Entity File Number 001-33994
Entity Tax Identification Number 58-1451243
Entity Address, Address Line One 1280 West Peachtree Street NW
Entity Address, City or Town Atlanta
Entity Address, State or Province GA
Entity Address, Postal Zip Code 30309
City Area Code 770
Local Phone Number 437-6800
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company false
Entity Central Index Key 0000715787
Amendment Flag false
Trading Symbol TILE
Security Exchange Name NASDAQ
Interface (NASDAQ:TILE)
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