UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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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:
Securities registered pursuant to Section 12(b) of the Act:
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Trading |
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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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Champion Homes, Inc., (the “Company”) held its Annual Meeting of Shareholders (the “Annual Meeting”) on August 1, 2024, and the Company announced that Robert Spence was retiring and resigned his position of Senior Vice President, General Counsel, and Secretary effective August 1, 2024. The Company further announced the appointment of Laurel Krueger as Senior Vice President, General Counsel, and Secretary, effective August 1, 2024.
Laurel Krueger, 49, joined Champion Home Builders, Inc., a subsidiary of the Company, in June 2024 as Deputy General Counsel. Previously, she served as Sr. Vice President, Chief Legal Officer and Corporate Secretary of Express, Inc. since September 2021. Prior to Express Inc., Ms. Krueger served as Executive Vice President, General Counsel and Corporate Secretary of Kontoor Brands, Inc. since January 2019. Ms. Krueger received her Juris Doctor from the University of Michigan and her B.A. and M.B.A. from the University of Michigan-Dearborn.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
As disclosed under Item 5.07 below, at the Annual Meeting, the Company’s shareholders approved an amendment and restatement to the Company’s Amended and Restated Articles of Incorporation (the “Articles of Incorporation”), to effect a change in the Company’s legal name from “Skyline Champion Corporation” to “Champion Homes, Inc.”
The Company’s Second Amended and Restated Articles of Incorporation reflecting the Company’s new legal name was filed with the Indiana Secretary of State and became effective on August 5, 2024. A copy of the Company’s Second Amended and Restated Articles of Incorporation, effective August 5, 2024, is attached hereto as Exhibit 3.1 and is incorporated herein by reference.
In addition, in connection with the name change, the Company’s Board of Directors amended and restated the Company’s Amended and Restated By-Laws to replace any references to “Skyline Champion Corporation” with “Champion Homes, Inc.”
A copy of the Company's Amended and Restated By-Laws, is attached hereto as Exhibit 3.2 and is incorporated herein by reference.
The Company’s common stock will begin trading under Champion Homes, Inc. on the New York Stock Exchange on August 15, 2024, and will continue to be traded under the symbol “SKY.”
Item 5.07 Submission of Matters to a Vote of Security Holders.
At the Annual Meeting, the Company’s shareholders voted[1] on the following matters:
Proposal 1: Shareholders elected each nominee for director, each to serve until the next annual meeting of shareholders or until his successor is duly elected and qualified:
[1]The Company’s Bylaws entitle each share to one vote; however, the total vote count contains fractional shares. The Company rounded the total number of votes down for any fractional amount at or below .50 and rounded the vote total up for any fractional vote at or above .51.
Nominee |
For |
Withhold |
Non-Votes |
Keith Anderson |
31,991,854 |
21,134,728 |
1,463,844 |
Michael Berman |
38,524,890 |
15,022,185 |
1,043,351 |
Eddie Capel |
38,526,445 |
15,020,630 |
1,043,351
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Erin Mulligan Helgren |
39,192,304 |
14,354,771 |
1,043,351 |
Michael Kaufman |
33,914,968 |
19,224,647 |
1,450,811 |
Tawn Kelley |
36,999,807 |
16,547,268 |
1,043,351 |
Nikul Patel |
39,189,045 |
14,358,030 |
1,043,351 |
Gary Robinette |
38,495,213 |
15,051,862 |
1,043,351 |
Mark Yost |
39,229,684 |
14,317,391 |
1,043,351 |
Proposal 2: Shareholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending March 29, 2025:
For |
Against |
Abstain |
53,990,932 |
462,228 |
137,266 |
Proposal 3: Shareholders approved, on a non-binding advisory basis, the compensation paid to the Company’s named executive officers for fiscal year 2024, as disclosed under the heading “Executive Compensation” in the Company’s 2024 proxy statement:
For |
Against |
Abstain |
Broker Non-Votes |
50,552,885 |
2,925,457 |
93,546 |
1,018,538 |
Proposal 4: Shareholders approved the amendment and restatement of the Company’s Articles of Incorporation to change the Company’s name from Skyline Champion Corporation to Champion Homes, Inc.:
For |
Against |
Abstain |
54,338,858 |
167,291 |
84,277 |
Item 8.01 Other Events.
The Company’s Board of Directors determined the following composition for committee assignments until the next annual meeting:
Audit Committee:
Michael Berman, Chair
Erin Mulligan Helgren
Tawn Kelley
Nominating and Governance Committee:
Tawn Kelley, Chair
Michael Kaufman
Michael Berman
Gary Robinette
Compensation Committee:
Eddie Capel, Chair
Erin Mulligan Helgren
Michael Kaufman
Nikul Patel
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are filed herewith:
Exhibit No. |
Description |
3.1 |
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3.2 |
Amended and Restated By-Laws, as amended and restated effective August 5, 2024 |
104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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CHAMPION HOMES, INC. |
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Date: |
August 5, 2024 |
By: |
/s/ Laurel Krueger |
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Laurel Krueger |