Item 5.07 Submission of
Matters to a Vote of Security Holders.
(a) On May 10, 2021, 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
1,203,355 shares of Class A common stock, or approximately 89.13% of eligible Class A common stock, and 15,176,781 shares of common stock, or approximately 89.82% 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 31, 2021, 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
|
|
|
|
|
|
|
|
|
|
|
|
Rawson Haverty, Jr.
|
|
|
1,172,275
|
|
|
|
2
|
|
|
|
31,078
|
|
Mylle H. Mangum
|
|
|
1,129,618
|
|
|
|
42,659
|
|
|
|
31,078
|
|
Vicki R. Palmer
|
|
|
1,170,655
|
|
|
|
1,622
|
|
|
|
31,078
|
|
Derek G. Schiller
|
|
|
1,169,655
|
|
|
|
2,622
|
|
|
|
31,078
|
|
Clarence H. Smith
|
|
|
1,171,275
|
|
|
|
1,002
|
|
|
|
31,078
|
|
Al Trujillo
|
|
|
1,171,275
|
|
|
|
1,002
|
|
|
|
31,078
|
|
Proposal 1: Election of
common stock directors.
The holders of common stock elected both 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
|
|
|
13,425,293
|
|
|
|
456,018
|
|
|
|
1,295,470
|
|
G. Thomas Hough
|
|
|
13,599,490
|
|
|
|
281,821
|
|
|
|
1,295,470
|
|
Proposal 2: Advisory Vote on Executive Compensation.
The stockholders approved the following resolution regarding executive compensation.
“RESOLVED, that the compensation paid to the company’s named executive officers, as disclosed pursuant to Item 402 of
Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion is hereby APPROVED.”
The voting results were as follows:
|
|
For
|
|
|
Against
|
|
|
Abstain
|
|
|
Broker
Non-Vote
|
|
Advisory Vote on Executive Compensation
|
|
|
25,273,333
|
|
|
|
278,062
|
|
|
|
52,686
|
|
|
|
1,606,250
|
|
Proposal 3: Frequency of the Stockholder Vote on Executive Compensation
The stockholders approved the following resolution regarding the frequency of the stockholder vote on executive compensation.
“RESOLVED, that the frequency of every one year for stockholders to approve the compensation paid to the company’s
named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, is hereby APPROVED.”
The voting results were as follows:
|
|
1 Year
|
|
|
2 Year
|
|
|
3 Year
|
|
|
Broker
Non-Vote
|
|
Advisory Vote on Frequency of the Stockholder Vote on Executive Compensation
|
|
|
24,116,659
|
|
|
|
2,800
|
|
|
|
1,458,824
|
|
|
|
25,698
|
|
Proposal 4: Approval of 2021 Long-Term Incentive Plan
The stockholders approved the 2021 Long-Term Incentive Plan. The voting results were as follows:
|
|
For
|
|
|
Against
|
|
|
Abstain
|
|
|
Broker
Non-Vote
|
|
Approval of the 2021 Long Term Incentive Plan
|
|
|
25,147,504
|
|
|
|
402,770
|
|
|
|
53,807
|
|
|
|
1,606,250
|
|
Proposal 5: 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, 2021.
The voting results were as follows:
|
|
For
|
|
|
Against
|
|
|
Abstain
|
|
|
Broker
Non-Vote
|
|
Ratification of Grant Thornton LLP
|
|
|
27,194,168
|
|
|
|
2,028
|
|
|
|
14,135
|
|
|
|
0
|
|