davey-20210518


Ohio	000-11917	34-0176110
(State or other jurisdiction of incorporation)	(Commission File Number)	(Employer Identification Number)

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:


☐			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).

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. ☐

On May 18, 2021, The Davey Tree Expert Company (“Davey Tree” or the “Company”) entered into a Ninth Amendment (the “Amendment”) to the Receivables Financing Agreement, dated as of May 9, 2016 (the “RFA”), by and among: (i) Davey Tree, as initial Servicer, (ii) Davey Receivables LLC, an Ohio limited liability company, special purpose entity and wholly-owned subsidiary of Davey Tree, as Borrower, and (iii) PNC Bank, National Association, as LC Bank and as Administrative Agent (“PNC”).

The Amendment extends for another year, until June 30, 2022, the scheduled termination date of the RFA, entered into by and among the parties listed above as part of an accounts receivable securitization program (the “AR Securitization Facility”), which was set to expire May 18, 2021, unless terminated earlier pursuant to the terms of the RFA.

In addition to extending the termination date for another year, the Amendment includes a change to the Letter of Credit (“LC”) issuance fee, payable on each settlement date, to the amount of .90% per annum on the aggregate amount of all LCs outstanding plus any Outstanding Reimbursement Obligations, as defined in the RFA.

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.


Item 2.03			Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

See the information set forth in Item 1.01 of this Current Report on Form 8-K, which is incorporated herein by reference.

The Company held its Annual Meeting of Shareholders on May 18, 2021 (the “Annual Meeting”). There were 15,411,936 shares represented to vote either in person or by proxy, which represented a quorum. Shareholders of the Company voted on two proposals.

PROPOSAL ONE – ELECTION OF DIRECTORS. Elected the following nominees named in the Proxy Statement to serve as directors for the term expiring on the date of the Company’s 2024 Annual Meeting of Shareholders with the following votes:


	Number of Shares
	For	Withheld	Broker Nonvotes
Donald C. Brown	15,172,570	239,366	—
Catherine M. Kilbane	15,334,617	77,319	—
Karl J. Warnke	15,308,396	103,540	—
Thomas A. Haught	15,312,630	99,306	—

Elected the following nominee named in the Proxy Statement to serve as a director for the term expiring on the date of the Company's 2023 Annual Meeting of Shareholders with the following votes:

Additional Directors whose terms in office as Directors continued after the Annual Meeting were Patrick M. Covey, Alejandra Evans, William J. Ginn, Douglas K. Hall, and Charles D. Stapleton. Sandra W. Harbrecht retired from the Company's Board of Directors at the conclusion of the Annual Meeting of Shareholders.

PROPOSAL TWO – RATIFICATION OF THE APPOINTMENT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. Ratified the appointment of Deloitte & Touche, LLP as the Company’s independent registered public accounting firm for 2021 with the following votes:

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.


			THE DAVEY TREE EXPERT COMPANY

By:			/s/ Joseph R. Paul
			Joseph R. Paul, Executive Vice President, Chief Financial Officer and Secretary


Exhibit Number						Description of Exhibit
10.1						Receivables Financing Agreement Amendment No. 9, dated May 18, 2021, among The Davey Tree Expert Company, Davey Receivables LLC and PNC Bank, National Association.
104						Cover Page Interactive Data File


Item 5.07			Submission of Matters to a Vote of Security Holders


Item 9.01			Financial Statements and Exhibits