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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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.
On August 2, 2021, the Compensation Committee (the “Committee”) of Skyline Champion Corporation (the “Company”) approved the following increases in compensation for certain officers, effective July 26, 2021:
Base Salary Increases.
The Committee approved the following base salary increases:
Name and Title |
Former Salary |
Base Salary as of July 26, 2021 |
Mark Yost, President & Chief Executive Officer |
$600,000 |
$710,000 |
Laurie Hough, Executive Vice President, Chief Financial Officer and Treasurer |
$425,000 |
$475,000 |
Joseph Kimmell, Executive Vice President, Operations |
$350,000 |
$375,000 |
Wade Lyall, Executive Vice President, Sales and Business Development |
$350,000 |
$375,000 |
Robert Spence, Senior Vice Present, General Counsel and Secretary |
$325,000 |
$350,000 |
Timothy Burkhardt, Vice President and Controller |
$250,000 |
$280,000 |
Short Term Incentive Cash Compensation
The Committee approved an increase in the annual incentive target percentage of the short term incentive cash compensation for certain officers. Ms. Hough and Messrs. Kimmell, Timothy Larson (Chief Growth Officer), Lyall and Spence were all increased from 75% to 80%, and Mr. Burkhardt was increased from 50% to 70%.
Long-Term Equity Incentive Compensation
The Company has an existing 2018 Long Term Equity Incentive Plan (the “Plan”). The Committee approved increases in the targeted combined grant date fair value of the equity awards for certain officers as follows:
Name and Title |
Former Target Value |
Target Value |
Mark Yost, President & Chief Executive Officer |
$1,350,000 |
$3,600,000 |
Laurie Hough, Executive Vice President, Chief Financial Officer and Treasurer |
$637,500 |
$1,250,000 |
Joseph Kimmell, Executive Vice President, Operations |
$350,000 |
$900,000 |
Wade Lyall, Executive Vice President, Sales and Business Development |
$350,000 |
$900,000 |
Robert Spence, Senior Vice Present, General Counsel and Secretary |
$325,000 |
$675,000 |
Timothy Burkhardt, Vice President and Controller |
$250,000 |
$575,000 |
The Target Value of each equity award will be converted into a mix of performance-based restricted stock units (“PRSUs”) and time-based restricted stock units (“RSUs”). Each PRSU and RSU represents a contractual right to receive one share of the Company’s common stock upon vesting and settlement of the PRSU or RSU (as applicable). An explanation of the Plan and the individual awards is included in the Company’s 2021 Form DEF 14A Proxy Statement filed June 22, 2021.
Item 5.07 Submission of Matters to a Vote of Security Holders.
At the Annual Meeting, the Company’s shareholders voted 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:
Name |
For |
Against |
Abstain |
Broker Non-Vote |
Keith Anderson |
50,740,799 |
- 0 - |
182,279 |
1,578,557 |
Michael Berman |
49,507,908 |
- 0 - |
1,415,170 |
1,578,557 |
Timothy Bernlohr |
47,613,017 |
- 0 - |
3,310,060 |
1,578,557 |
Eddie Capel |
50,641,743 |
- 0 - |
281,335 |
1,578,557 |
John C. Firth |
48,758,354 |
- 0 - |
2,164,724 |
1,578,557 |
Michael Kaufman |
49,252,849 |
- 0 - |
1,670,229 |
1,578,557 |
Erin Mulligan Nelson |
50,755,624 |
- 0 - |
167,453 |
1,578,557 |
Gary E. Robinette |
50,709,945 |
- 0 - |
213,133 |
1,578,557 |
Mark Yost |
50,744,294 |
- 0 - |
178,784 |
1,578,557 |
Proposal 2: Shareholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending April 2, 2022:
For |
Against |
Abstaining |
51,918,060 |
180,876 |
402,698 |
Proposal 3: Shareholders approved, on a non-binding advisory basis, the compensation paid to the Company’s named executive officers for fiscal year 2021, as disclosed under the heading “Executive Compensation” in the Company’s 2021 Proxy Statement:
For |
Against |
Abstain |
Broker Non-Vote |
49,368,155 |
1,152,566 |
402,356 |
1,578,557 |
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 thereunto duly authorized.
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SKYLINE CHAMPION CORPORATION |
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Date: |
August 6, 2021 |
By: |
/s/ Robert Spence |
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Robert Spence |