Haverty Furniture Companies Inc.

05/08/2024 | Press release | Distributed by Public on 05/08/2024 13:43

Submission of Matters to a Vote of Security Holders - Form 8-K

Item 5.07Submission of Matters to a Vote of Security Holders.
(a) On May 6, 2024, Havertys held its annual meeting of stockholders. In the election of directors, the holders of shares of Class A common stock and common stock vote as separate classes in accordance with the Company's Charter. For all other matters, the holders of shares of common stock and Class A common stock vote together as a single class and holders of common stock are entitled to one vote for each share of stock and holders of Class A common stock are entitled to ten votes for each share of stock. At the meeting of stockholders, a plurality of votes is required in the election of each class of directors and for all other matters approval requires an affirmative vote of a combined majority of the votes cast.

(b) Represented at the meeting in person or by proxy were 1,123,779 shares of Class A common stock, or approximately 87.7% of eligible Class A common stock, and 13,468,122 shares of common stock, or approximately 90.1% of eligible common stock shares.

The final voting results for each proposal, each of which is described in greater detail in Havertys' definitive proxy statement filed with the Securities and Exchange Commission on March 27, 2024, follow below:

Proposal 1: Election of Class A common stock directors.

The holders of Class A common stock elected all six director nominees at the annual meeting to serve a one-year term. The voting results were as follows:

Nominee
For
Withheld
Broker
Non-Vote
L. Allison Dukes
1,052,652
44,677
26,450
Rawson Haverty Jr.
1,097,328
1
26,450
Natalie B. Morhous
1,096,328
1,001
26,450
Vicki R. Palmer
1,096,307
1,022
26,450
Derek G. Schiller
1,055,203
42,126
26,450
Al Trujillo
1,056,182
41,147
26,450

Proposal 1:Election of common stock directors.

The holders of common stock elected all three director nominees at the annual meeting to serve a one-year term. The voting results were as follows:

Nominee
For
Withheld
Broker
Non-Vote
Michael R. Cote
12,684,732
132,105
651,285
G. Thomas Hough
8,290,743
4,526,094
651,285
Clarence H. Smith
12,586,346
230,491
651,285



Proposal 2: Advisory Vote on Executive Compensation.

The stockholders approved the following resolution regarding executive compensation.

"RESOLVED, that the stockholders approve, on an advisory basis, the compensation of the Company's named executive officers as disclosed in the Compensation Discussion and Analysis, the accompanying compensation tables, and the related narrative disclosure in the Company's Proxy Statement for the 2024 Annual Meeting of Stockholders."


The voting results were as follows:

For
Against
Abstain
Broker
Non-Vote
Advisory Vote on Executive Compensation
23,251,571
497,883
40,677
915,785


Proposal 3:Ratification of Grant Thornton LLP as our independent auditor:

The stockholders ratified the selection of Grant Thornton LLP as our independent auditors for the fiscal year ending December 31, 2023. The voting results were as follows:

For
Against
Abstain
Broker
Non-Vote
Ratification of Grant Thornton LLP
24,586,662
108,924
10,330
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