Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On August 5, 2021, the Board of Directors of Cavco Industries, Inc. (the
"Company") appointed Allison K. Aden, 60, as Executive Vice President and Chief
Financial Officer of the Company, effective August 30, 2021.
From July 2018 to August 2021, Ms. Aden served as Executive Vice President,
Chief Financial Officer of Diversified Technologies, an industry-leading
technology solutions provider delivering innovative digital media,
collaborative, broadcasting, electronic security and integrated IT solutions.
Prior to joining Diversified Technologies, from 2015 to 2018, Ms. Aden served as
Executive Vice President, Chief Financial Officer of Schweitzer-Mauduit
International, a leading global provider of highly engineered solutions and
advanced materials for a variety of industries. Ms. Aden earned her bachelor's
degree in Finance from the University of Missouri - Columbia and obtained a
Master of Business Administration degree from the University of Missouri - St.
Louis. She is a Certified Public Accountant and a Chartered Global Management
Accountant.
In connection with Ms. Aden's appointment with the Company, the Board approved:
(a) an annual base salary of $450,000, subject to periodic review and adjustment
by the Compensation Committee; (b) an annual award of performance-based
restricted shares with a target value of $400,000, with each award providing
for: (i) a three-year performance period with targets set by the Compensation
Committee of the Board; and (ii) vesting at a level of 50% for "threshold"
performance, 100% for "target" performance, and 150% for "stretch" performance;
(c) an annual award of restricted stock units with a target value of $400,000
with a three-year, 1/3rd each year, vesting period; and (d) participation in the
Company's established short-term incentive plan ("STIP") with an opportunity for
annual cash payments with a target value of $450,000 for achieving goals of
"threshold," "target," or "stretch", which will result in a cash bonus equal to
50%, 100%, or 150% of the target amount, respectively.
There are no family relationships between Ms. Aden and any other director or
executive officer of the Company. Furthermore, there are no related party
transactions between the Company and Ms. Aden that require disclosure pursuant
to Item 404(a) of Regulation S-K promulgated by the Securities and Exchange
Commission.
A press release announcing Ms. Aden's appointment is attached hereto as Exhibit
99.1.
Item 5.07. Submission of Matters to a Vote of Security Holders
On August 5, 2021, the Company held its 2021 Annual Meeting of Shareholders (the
"Annual Meeting"). At the Annual Meeting there were 8,139,424 shares of the
Company's stock represented to vote either in person or by proxy, or
approximately 89% of the outstanding shares of the Company as of the Record Date
for the Annual Meeting. The final voting results for each of the proposals are
as follows:
Proposal Number 1: Vote to elect the nominees listed below as directors:
Name Votes For Votes Against Abstentions Broker Non-Votes
Steven G. Bunger 7,755,377 171,944 1,484 210,619
Steven W. Moster 7,485,885 441,442 1,478 210,619
Proposal Number 2: Advisory vote on executive compensation:
Votes For Votes Against Abstentions Broker Non-Votes
7,757,376 141,275 30,154 210,619
Proposal Number 3: Vote to ratify the appointment of RSM US LLP as independent
registered public accounting firm for fiscal year 2022:
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Votes For Votes Against Abstentions
8,102,753 6,669 30,002
Item 9.01. Financial Statements and Exhibits
Exhibit
Number Description
99.1 Press Release, dated August 9, 2021
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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