Harbor Custom Development Inc.

06/14/2021 | Press release | Distributed by Public on 06/14/2021 13:15

Management Change/Compensation (Form 8-K)

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

As disclosed below under Item 5.07 of this Current Report on Form 8-K, at the annual meeting of stockholders of Harbor Custom Development, Inc. (the 'Company') held on June 8, 2021 (the 'Annual Meeting'), Karen Bryant was elected as a director on the Company's Board of Directors (the 'Board').

For 25 years, Ms. Bryant has run high profile organizations, navigating complex internal and external dynamics while driving business growth and operational excellence. Ms. Bryant was at the helm of women's professional basketball for 18 years - serving as General Manager of the Seattle Reign and then, ultimately as President & CEO of the Seattle Storm from 2008 through 2014. Under her leadership, the Seattle Storm won two WNBA Championships, set multiple attendance and revenue records, and established itself as one of the WNBA's premier franchises. In 2014, Ms. Bryant started and led a management consulting firm until one of her clients, Atavus Sports, offered her the role of CEO in 2016. With Atavus, Ms. Bryant led a three-year process of market research, competitive analysis, customer discovery, product development, and sales. In Fall 2019, Atavus was acquired by a private equity firm in a successful exit. After a successful 13-year run as CEO for two organizations, Ms. Bryant returned to her management consulting firm in March 2020. Ms. Bryant also serves as an Executive Coach to business leaders and entrepreneurs and is well-recognized for leading high performing teams. Ms. Bryant's recognition includes Seattle Sports Commission Executive of the Year, Sports Business Journal Gamechanger, Puget Sound Business Journal Woman of Influence, Greater Seattle Business Association Businessperson of the Year Finalist, and Girl Scouts of Western Washington Woman of Distinction. Ms. Bryant was a scholarship athlete at Seattle University and University of Washington where she graduated in 1991 with a Bachelor of Arts degree in Communication.

Ms. Bryant was not appointed as a director pursuant to any arrangement or understanding with any person, and is not a participant in any related party transaction required to be reported pursuant to Item 404(a) of Regulation S-K.

Effective as of June 8, 2021, Ms. Bryant will serve as a member of the Company's Nominating and Corporate Governance Committee (the 'Nominating Committee'). Concurrently with Ms. Bryant's appointment as a member of the Nominating Committee, Mr. Larry Swets resigned as a member of the Nominating Committee. Mr. Swets' resignation from the Nominating Committee was not due to any disagreement with the Nominating Committee on any matter relating to its operations, policies, or practices. Mr. Swets remains a director on the Company's Board of Directors.

Submission of Matters to a Vote of Security Holders.

At the Annual Meeting, the stockholders elected the Company's Board and voted on two Board proposals contained within the Company's Proxy Statement, dated April 28, 2021.

The Board nominees were elected to hold office until the next annual meeting and until their respective successors are elected and qualified with the following votes:

Nominee For Withhold
Sterling Griffin 7,831,043.733 55,625.000
Robb Kenyon 7,643,919.733 242,749.000
Richard Schmidtke 7,237,056.733 649,612.000
Larry Swets 7,600,769.733 285,899.000
Dennis Wong 7,829,965.733 56,703.000
Wally Walker 7,471,036.733 415,632.000
Karen Bryant 7,830,028.733 56,640.000

The stockholders voted on the following proposals and cast their votes as described below:

Proposal For Against Abstain
To ratify the appointment of 9,243,234.733 6,533.000 1,693.000
Rosenberg Rich Baker Berman, P.A. as the Company's independent registered public accounting firm for fiscal year ending December 31, 2021
Proposal For Against Abstain
To approve, on a non-binding 7,811,639.000 60,439.000 14,590.733
advisory basis, the compensation of the Company's our named executive officers, during the fiscal year ended December 31, 2020.