UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_____________________

FORM 8-K

~~_____________________~~______________________

CURRENT REPORT

~~Pursuant~~PURSUANT toTO ~~Section~~SECTION 13 orOR 15(d)~~of the~~ ~~Securities Exchange Act of 1934~~

~~Date~~OF ofTHE ~~Report~~SECURITIES ~~(Date~~EXCHANGE ofACT ~~earliest event~~OF ~~reported): June~~1934 ~~25, 2025~~

Date of Report (Date of earliest event reported): July 9, 2025

_____________________

STEELCASE INC.

(Exact name of registrant as specified in its charter)

_____________________


Michigan		1-13873	38-0819050
(State or other jurisdiction of incorporation)		(Commission File Number)	(IRS Employer Identification No.)

901 44th Street SE
Grand Rapids,	Michigan		49508
(Address of principal executive offices)			(Zip Code)

Michigan	1-13873	38-0819050
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

Registrant's telephone number, including area code: (616) 247-2710

901 44th Street SE Grand Rapids, Michigan	49508
(Address of Principal Executive Offices)	(Zip Code)

(616) 247-2710

(Registrant's telephone number, including area code)

None

(Former name, or former address and former fiscal year, if changed since last report.)

~~_______________________________~~_______

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))

~~Securities~~ ~~registered~~☐ Soliciting material pursuant to ~~Section~~ Rule 14a-12~~(b)~~ ofunder the Exchange Act: (17 CFR 240.14a-12)

~~Title~~ of☐ Pre-commencement ~~each~~communications ~~class~~pursuant ~~Trading~~to ~~Symbol~~Rule 14d-2(sb) ~~Name~~under ofthe ~~each~~Exchange ~~exchange~~Act on(17 ~~which~~CFR ~~registered Class A Common Stock SCS New York Stock Exchange~~240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to section 12(b) of the Act:


Title of each class	Trading symbol(s)	Name of each exchange on which registered
Class A Common Stock	SCS	New York Stock Exchange

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 25.02. Departure ~~Results~~of Directors or Certain Officers; Election of ~~Operations~~Directors; ~~and~~Appointment ~~Financial~~of ~~Condition~~Certain Officers; Compensatory Arrangements of Certain Officers.

(e)On July 9, 2025 (the “Effective Date”), the shareholders of Steelcase Inc. (the "“Company"”) ~~reported~~approved ~~its~~the ~~first~~Steelcase ~~quarter~~Inc. ~~fiscal~~Incentive ~~year~~Compensation ~~2026~~Plan ~~results~~(the ~~today~~“ICP”). The ICP allows the Company to grant stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares, performance units, cash-based awards, phantom shares and isother ~~furnishing~~share-based awards to employees and directors of the ~~earnings~~Company ~~release~~and ~~as Exhibit~~its ~~99.1~~subsidiaries ~~attached~~or ~~hereto~~affiliates and other individuals designated by the Compensation Committee of the Company’s Board of Directors. ~~Members~~The maximum number of shares of the ~~public~~Company’s Class A Common Stock available for issuance under the ICP is 3,025,286 plus the number of shares that are ~~invited~~subject to ~~listen~~or underlie awards made under the ICP prior to the ~~Company's~~Effective ~~webcast~~Date ~~conference~~which ~~call~~expire onor ~~June~~are ~~26,~~cancelled ~~2025~~or forfeited following the Effective Date, ~~at 8:30~~except ~~a.m.~~for ~~Eastern~~shares ~~time~~surrendered ~~through~~or withheld as payment of either the ~~link~~exercise atprice irof an award and/or withholding taxes in respect of such an award.~~steelcase.com.~~ AAwards ~~replay~~under the ICP are determined by the Compensation Committee of the ~~webcast~~Company’s ~~will~~Board ~~also~~of beDirectors ~~accessible~~or ~~through~~by the Company'’s ~~website~~Chief Executive Officer pursuant to delegated authority and subject to certain limitations.

~~The~~A ~~information~~copy ~~furnished~~of ~~pursuant~~the toICP ~~this~~is ~~Item~~attached ~~2.02~~as ~~and~~Exhibit ~~Item 7~~10.011 toand ~~this~~is ~~Current~~incorporated ~~Report~~herein onby ~~Form~~reference. ~~8-K~~A ~~(including~~summary ~~the~~of ~~exhibit hereto) shall not be considered “filed” under~~ the ~~Securities~~ICP ~~Exchange~~is ~~Act~~also ofincluded ~~1934,~~in ~~as amended, nor shall it be incorporated by reference into future filings by~~ the Company’s ~~under~~Proxy ~~the~~Statement ~~Securities~~on ~~Act~~Schedule of14A ~~1933,~~filed aswith ~~amended, or under~~ the Securities and Exchange ~~Act~~Commission ofon ~~1934~~May 28, ~~as amended~~2025, ~~unless~~ ~~the~~beginning ~~Company~~on ~~expressly~~page ~~sets~~68, ~~forth~~and ~~in such future filing that such information~~ is toincorporated beherein ~~considered “filed” or incorporated~~ by reference ~~therein~~.

Item 7 5.0107. Submission ~~Regulation~~of FDMatters ~~Disclosure~~to a Vote of Security Holders.

The Company ~~has~~held ~~updated~~ its ~~investor~~annual ~~presentation~~meeting ~~and~~of ~~will~~shareholders ~~make~~on itJuly ~~available~~9, on2025. At ~~the~~that ~~Company's~~meeting, ~~website~~shareholders atvoted ~~ir.steelcase.com.~~on ~~The~~four ~~Company uses~~proposals ~~this~~presented ~~presentation~~in ~~from~~the ~~time~~Company's toProxy ~~time~~Statement ~~when~~dated ~~Company~~May ~~executives~~28, ~~interact~~2025 ~~with~~relating ~~investors~~to ~~and~~the ~~analysts~~annual tomeeting. The ~~discuss~~results of the ~~Company's~~votes ~~business strategies~~are ~~and~~as ~~long-term goals~~follows.


·			Proposal 1: Election of ten nominees to the Board of Directors


	For		Against		Abstentions
Nominee	Votes	% of Total Votes	Votes	% of Total Votes	Votes	% of Total Votes	Broker Non-Votes
Sara E. Armbruster	248,102,496	96.4%	2,145,637	0.8%	6,988,961	2.7%	11,315,000
Timothy C. E. Brown	207,267,788	80.6%	43,083,749	16.7%	6,885,557	2.7%	11,315,000
Connie K. Duckworth	214,795,882	83.5%	35,556,148	13.8%	6,885,064	2.7%	11,315,000
Sanjay Gupta	250,707,140	97.5%	2,004,802	0.8%	4,525,152	1.8%	11,315,000
Todd P. Kelsey	248,377,185	96.6%	1,973,720	0.8%	6,886,189	2.7%	11,315,000
Jennifer C. Niemann	247,758,273	96.3%	2,493,038	1.0%	6,985,783	2.7%	11,315,000
Robert C. Pew III	247,685,944	96.3%	2,665,818	1.0%	6,885,332	2.7%	11,315,000
Cathy D. Ross	214,719,151	83.5%	35,633,092	13.9%	6,884,851	2.7%	11,315,000
Catherine C. B. Schmelter	214,251,179	83.3%	36,079,125	14.0%	6,906,790	2.7%	11,315,000
Linda K. Williams	248,461,163	96.6%	1,867,997	0.7%	6,907,934	2.7%	11,315,000


·			Proposal 2: Advisory vote to approve named executive officer compensation


For		Against		Abstentions
Votes	% of Total Votes	Votes	% of Total Votes	Votes	% of Total Votes	Broker Non-Votes
239,864,459	93.2%	10,222,619	4.0%	7,150,016	2.8%	11,315,000


·			Proposal 3: Approval of the Steelcase Inc. Incentive Compensation Plan


For		Against		Abstentions
Votes	% of Total Votes	Votes	% of Total Votes	Votes	% of Total Votes	Broker Non-Votes
240,847,316	93.6%	11,607,870	4.5%	4,781,908	1.9%	11,315,000


·			Proposal 4: Ratification of the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for fiscal year 2026


For		Against		Abstentions
Votes	% of Total Votes	Votes	% of Total Votes	Votes	% of Total Votes
261,242,704	97.3%	2,406,470	0.9%	4,902,920	1.8%

Item 9.01. Financial Statements and Exhibits.

(d) ~~Exhibits~~EXHIBITS.

Exhibit
ExhibitNo.		Description
Number	Description
10.1		Steelcase Inc. Incentive Compensation Plan, as amended and restated as of July 9, 2025
99.1	Earnings Release - First Quarter Ended May 30, 2025
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)
104	Cover 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.

	STEELCASE INC.
Date: June 25, 2025	By:	/s/ David C. Sylvester
		David C. Sylvester
		Senior Vice President, Chief Financial Officer


STEELCASE INC.


By:			/s/ David C. Sylvester
			David C. Sylvester Senior Vice President, Chief Financial Officer

Date: July 11, 2025

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