Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On October 21, 2020, the Board of Directors (the "Board") of Bluegreen Vacations
Corporation (the "Company") approved an increase in the size of the Board to
thirteen directors and appointed Darwin Dornbush, Joel Levy and William R.
Nicholson to the Board to fill the vacancies created by such increase. Each of
Messrs. Dornbush, Levy and Nicholson is also a director of Bluegreen Vacations
Holding Corporation ("BVH"), which owns approximately 93% of the Company's
outstanding common stock.
Mr. Dornbush has served as a director of BVH since 2009. He is an attorney in
private practice. Mr. Dornbush served as a partner in the law firm of Dornbush
Schaeffer Strongin & Venaglia, LLP from 1964 until January 2015. He also served
as Secretary of Cantel Medical Corp., a healthcare company, until 2010 and as a
director of that company until 2009. In addition, Mr. Dornbush served as a
member of the Board of Directors of Benihana, Inc. ("Benihana") from 1995
through 2005 and again from 2009 through January 2012. From 1983 until 2008, he
served as Secretary of Benihana and its predecessor. In connection with his
appointment to the Company's Board, Mr. Dornbush was also appointed to the
Company's Audit Committee and Compensation Committee.
Mr. Levy has served as a director of BVH since 2009. He is the Vice Chairman of
Adler Group, Inc., a commercial real estate company. He served as President and
Chief Operating Officer of Adler Group from 1984 through 2007. Mr. Levy also
serves as President and Chief Executive Officer of JLRE Consulting, Inc. and is
a Certified Public Accountant. In connection with his appointment to the
Company's Board, Mr. Levy was also appointed to the Company's Audit Committee as
Mr. Nicholson has served as a director of BVH since 2009. Since 2010, Mr.
Nicholson has served as a principal of Heritage Capital Group, an investment
banking firm, and is currently its Chief Compliance Officer. He also served as a
principal of Heritage Capital Group from December 2003 through March 2009. In
addition, since 2004, Mr. Nicholson has served as President of WRN Financial
Corporation. He was also the Managing Director of BSE Management, LLC from March
2009 through April 2010. In connection with his appointment to the Company's
Board, Mr. Nicholson was also appointed to the Company's Audit Committee and
In consideration for their service on the Company's Board and its committees,
Messrs. Dornbush, Levy and Nicholson will receive the Company's standard
compensation for non-employee directors.
All of the Company's directors, including Messrs. Dornbush, Levy and Nicholson,
will be up for election at the Company's 2020 Annual Meeting of Shareholders
scheduled to be held on November 18, 2020.
© Edgar Online, source Glimpses