0000278166-19-000090.txt : 20190712 0000278166-19-000090.hdr.sgml : 20190712 20190712143226 ACCESSION NUMBER: 0000278166-19-000090 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20190709 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Submission of Matters to a Vote of Security Holders FILED AS OF DATE: 20190712 DATE AS OF CHANGE: 20190712 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CAVCO INDUSTRIES INC. CENTRAL INDEX KEY: 0000278166 STANDARD INDUSTRIAL CLASSIFICATION: MOBILE HOMES [2451] IRS NUMBER: 860214910 STATE OF INCORPORATION: DE FISCAL YEAR END: 0330 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-08822 FILM NUMBER: 19952837 BUSINESS ADDRESS: STREET 1: 3636 N CENTRAL AVE STREET 2: STE 1200 CITY: PHOENIX STATE: AZ ZIP: 85012 BUSINESS PHONE: 602-256-6263 MAIL ADDRESS: STREET 1: 3636 N CENTRAL AVE STREET 2: STE 1200 CITY: PHOENIX STATE: AZ ZIP: 85012 FORMER COMPANY: FORMER CONFORMED NAME: CAVCO INDUSTRIES INC DATE OF NAME CHANGE: 19920703 8-K 1 cvco-2019712x8k.htm 8-K Document


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 (Date of earliest event reported): July 9, 2019
Cavco Industries, Inc.
(Exact name of registrant as specified in its charter)
 
Delaware
 
000-08822
 
56-2405642
(State or other jurisdiction
of incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification No.)
3636 North Central Avenue, Suite 1200
Phoenix, Arizona 85012
(Address of principal executive offices, including zip code)
Registrant's telephone number, including area code: (602) 256-6263
Not applicable
(Former name or former address, if changed from 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:
¨
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 pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, par value $0.01
CVCO
The Nasdaq Stock Market LLC
(Nasdaq Global Select Market)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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 5.02.
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On July 10, 2019, Jack Hanna, a member of the Board of Directors ("Board") of Cavco Industries, Inc. (the "Company"), notified the Board of his intention to voluntarily resign from the Company’s Board effective July 10, 2019. Mr. Hanna’s decision was not a result of any disagreement between the Company and him on any matter relating to the Company’s operations, policies or procedures. The Company thanks Mr. Hanna for more than 15 years of dedicated service. A reduction in the size of the Company's Board from seven to six directors will occur upon Mr. Hanna’s resignation as a director.
Item 5.07.
Submission of Matters to a Vote of Security Holders

On July 9, 2019, the Company held its 2019 Annual Meeting of Stockholders (the "Annual Meeting"). At the Annual Meeting there were 8,001,257 shares of the Company's stock represented to vote either in person or by proxy, or approximately 88% of the outstanding shares of the Company as of the Record Date for the Annual Meeting, which represented a quorum. The final voting results for each of the proposals submitted to a vote of stockholders at the Annual Meeting are as follows:

Proposal Number 1:   Vote to elect the nominees listed below as directors:
Name
Votes For
Votes Withheld
Broker Non-Votes
David A. Greenblatt
7,213,997
438,696
348,564
Richard A. Kerley
7,506,083
146,610
348,564
Julia W. Sze
7,581,492
71,201
348,564
Proposal Number 2:  Vote to ratify the appointment of RSM US LLP as independent registered public accounting firm for fiscal year 2020:
Votes For
Votes Against
Abstentions
Broker Non-Votes
7,908,460
14,955
77,842
—
Proposal Number 3:  Advisory vote on executive compensation:
Votes For
Votes Against
Abstentions
Broker Non-Votes
7,300,995
296,162
55,536
348,564




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.

CAVCO INDUSTRIES, INC.

By:
/s/ Mickey R. Dragash
 
Mickey R. Dragash
EVP, General Counsel, Corporate Secretary
& Chief Compliance Officer

Date: July 12, 2019