Haverty Furniture Companies, Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
$HVT
Other Specialty Stores
Consumer Discretionary
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 : May 14, 2021
(Date of earliest event reported: May 10, 2021)
(Exact Name of Registrant as Specified in Its Charter)
(Commission File Number)
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(State or Other Jurisdiction of Incorporation)
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(I.R.S. Employer Identification No.)
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(Address of principal executive offices, including zip code)
(404 ) 443-2900
(Registrant’s telephone number, including area code)
NOT APPLICABLE
(Former name or former address, 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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading
Symbol(s)
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Name of each exchange on which registered
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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 5.07 Submission of
Matters to a Vote of Security Holders.
(a) On May 10, 2021, Havertys held its annual meeting of
stockholders. In the election of directors, the holders of shares of Class A common stock and common stock vote as separate classes in accordance with the Company's
Charter. For all other matters, the holders of shares of common stock and Class A common stock vote together as a single class and holders of common stock are entitled to one vote for each share of stock and holders of Class A common stock
are entitled to ten votes for each share of stock. At the meeting of stockholders, a plurality of votes is required in the election of each class of directors and for all other matters’ approval requires an affirmative vote of a combined
majority of the votes cast.
(b) Represented at the meeting in person or by proxy were
1,203,355 shares of Class A common stock, or approximately 89.13% of eligible Class A common stock, and 15,176,781 shares of common stock, or approximately 89.82% of eligible common stock shares.
The final voting results for each proposal, each of which is described in greater detail in Havertys' definitive proxy statement filed with
the Securities and Exchange Commission on March 31, 2021, follow below:
Proposal 1: Election of Class A common stock directors.
The holders of Class A common stock elected all six director nominees at the annual meeting to serve a one-year term. The voting results
were as follows:
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Nominee
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For
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Withheld
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Broker
Non-Vote
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Rawson Haverty, Jr.
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1,172,275
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2
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31,078
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Mylle H. Mangum
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1,129,618
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42,659
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31,078
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Vicki R. Palmer
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1,170,655
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1,622
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31,078
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Derek G. Schiller
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1,169,655
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2,622
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31,078
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Clarence H. Smith
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1,171,275
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1,002
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31,078
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Al Trujillo
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1,171,275
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1,002
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31,078
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Proposal 1: Election of
common stock directors.
The holders of common stock elected both director nominees at the annual meeting to serve a one-year term. The voting results were as
follows:
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Nominee
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For
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Withheld
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Broker
Non-Vote
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L. Allison Dukes
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13,425,293
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456,018
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1,295,470
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G. Thomas Hough
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13,599,490
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281,821
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1,295,470
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Proposal 2: Advisory Vote on Executive Compensation.
The stockholders approved the following resolution regarding executive compensation.
“RESOLVED, that the compensation paid to the company’s named executive officers, as disclosed pursuant to Item 402 of
Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion is hereby APPROVED.”
The voting results were as follows:
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For
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Against
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Abstain
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Broker
Non-Vote
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Advisory Vote on Executive Compensation
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25,273,333
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278,062
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52,686
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1,606,250
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Proposal 3: Frequency of the Stockholder Vote on Executive Compensation
The stockholders approved the following resolution regarding the frequency of the stockholder vote on executive compensation.
“RESOLVED, that the frequency of every one year for stockholders to approve the compensation paid to the company’s
named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, is hereby APPROVED.”
The voting results were as follows:
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1 Year
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2 Year
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3 Year
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Broker
Non-Vote
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Advisory Vote on Frequency of the Stockholder Vote on Executive Compensation
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24,116,659
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2,800
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1,458,824
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25,698
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Proposal 4: Approval of 2021 Long-Term Incentive Plan
The stockholders approved the 2021 Long-Term Incentive Plan. The voting results were as follows:
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For
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Against
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Abstain
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Broker
Non-Vote
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Approval of the 2021 Long Term Incentive Plan
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25,147,504
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402,770
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53,807
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1,606,250
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Proposal 5: Ratification of Grant Thornton LLP as our independent auditor:
The stockholders ratified the selection of Grant Thornton LLP as our independent auditors for the fiscal year ending December 31, 2021.
The voting results were as follows:
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For
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Against
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Abstain
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Broker
Non-Vote
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Ratification of Grant Thornton LLP
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27,194,168
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2,028
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14,135
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0
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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.
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HAVERTY FURNITURE COMPANIES, INC.
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May 14, 2021
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By:
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Jenny Hill Parker
Senior Vice President, Finance and
Corporate Secretary
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