ThZeal - The Zeal

8-K

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): May 17, 2022

SKYLINE CHAMPION CORPORATION

(Exact name of Registrant as Specified in Its Charter)


Indiana	001-04714	35-1038277
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

755 West Big Beaver Road, Suite 1000
Troy, Michigan		48084
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (248) 614-8211

(Former Name or Former Address, if Changed Since 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	SKY	The New York Stock Exchange

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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On May 17, 2022, the Board of Directors of Skyline Champion Corporation (the “Company”) amended and restated the Company’s By-Laws in order to implement modern practices with regard to the matters that they address. The Company’s Amended and Restated By-Laws effective that date (the “A&R By-Laws”) are filed as Exhibit 3.4 to this report.

Notable changes made by the A&R By-Laws are as follows: The A&R By-Laws assign primary responsibility for review of environmental, social, and corporate compliance risks and opportunities (“ESG”) to the Audit Committee, Compensation Committee, and Nominating and Governance Committee, respectively, of the Board of Directors, with the entire Board retaining responsibility for integration and oversight of ESG (see Sections 3.1(c), 3.12, 3.13, and 3.14 of the A&R By-Laws). In addition, the A&R By-Laws provide that holders of not less than fifteen percent of the votes entitled to be cast can call a special meeting of the shareholders (see Section 2.3 of the A&R By-Laws) and that officers of the Company may be removed at any time with or without cause (see Section 4.3 of the A&R By-Laws).

Item 9.01 Financial Statements and Exhibits.


3.4	Amended and Restated By-Laws
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 thereunto duly authorized.


			SKYLINE CHAMPION CORPORATION

Date:	May 20, 2022	By:	/s/Robert Spence
			Robert Spence Senior Vice President, General Counsel and Secretary