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What changed 10-Q

Item 5. Other Information

2024-02-02 compared with 2023-11-03 · 33 added, 16 removed, 24 unchanged (67% of the section changed)

1 unchanged sentence

Rule 10b5-1 Plan Adoptions and Modifications

No officers or directors adopted or terminated any 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (as such terms are defined under Item 408 of Regulation S-K) during the three months ended September 30, 2023.

(1) Cavco Industries, Inc.

2023 Omnibus Equity Incentive Plan

(2) Form of Cavco Industries, Inc.

2023 Omnibus Equity Incentive Plan Restricted Stock Unit Award Agreement

(2) Form of Cavco Industries, Inc.

2023 Omnibus Equity Incentive Plan Restricted Stock Unit Award Agreement for Section 16 Employees and Above

(2) Form of Cavco Industries, Inc.

2023 Omnibus Equity Incentive Plan Restricted Stock Unit Agreement for Non-Employee Directors

(2) Form of Cavco Industries, Inc.

2023 Omnibus Equity Incentive Plan Performance-based Restricted Stock Unit Award Agreement

(2) Form of Cavco Industries, Inc.

2023 Omnibus Equity Incentive Plan Performance-based Restricted Stock Unit Award Agreement for Section 16 Employees and Above

No officers or directors adopted or terminated any 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (as such terms are defined under Item 408 of Regulation S-K) during the three months ended December 30, 2023.

Departure of Directors or Certain Officers;

Election of Directors;

Appointment of Certain Officers;

Compensatory Arrangements of Certain Officers

On January 30, 2024, Mickey R.

Dragash, Executive Vice President, General Counsel, Corporate Secretary & Chief Compliance Officer, provided notice of his resignation effective February 12, 2024.

Under the terms of his Employment Agreement, dated April 1, 2019, in connection with a termination for good reason (as defined in the Employment Agreement), Mr.

Dragash will receive a cash payment equal to his base salary as currently in effect, the average of the cash incentive bonuses received by Mr.

Dragash in each of the preceding three calendar years, and COBRA premium reimbursement for a period of twelve months following termination.

In addition, 50% of Mr.

Dragash’s outstanding stock options and stock awards will vest immediately and Mr.

Dragash will receive a pro rata portion of his currently existing unvested performance share awards with the amount ultimately vested determined based on the Company’s actual performance at the end of the applicable performance period.

Dragash’s receipt of the above benefits is subject to his execution, delivery, and non-revocation of a customary release.

Item 5.03 Amendments to Articles of Incorporation or Bylaws;

Change in Fiscal Year.

On January 30, 2024, the Board approved the adoption of the Fourth Amended and Restated Bylaws of the Company (the “Amended Bylaws”).

The amendments that will be effected by the Amended Bylaws include, among other things, the following:

• revising certain provisions relating to the list of stockholders entitled to vote at stockholder meetings in order to conform with recent amendments to the General Corporation Law of the State of Delaware (the “General Corporation Law”);

• clarifying, without making substantive changes, that stockholders may authorize another person to act for such stockholder by proxy and that such authorization of a person to act by proxy must comply with Section 116 of the General Corporation Law;

• clarifying, without making substantive changes, the voting standards and quorum requirement language in the bylaws;

• updating the procedural mechanics and disclosure requirements for stockholders to submit director nominations and business proposals for consideration at stockholder meetings, including, without limitation, to (i) limit the number of nominees a stockholder may nominate to the number of directors to be elected at the meeting, (ii) require a stockholder’s notice to include additional information, disclosures and representations regarding any stockholder nominee for director (including submission of a questionnaire and certain representations by such nominee), any business the stockholder proposes to be brought before the meeting and any substantial interest the stockholder has in the business, and the stockholder making such nomination or proposal of business (iii) require the stockholder to update and supplement their notice as of the record date for the meeting and a date prior to the meeting, (iv) clarify that the requirements in Section 10 of the Amended Bylaws apply to stockholder nominations for special meetings, and (v) reflect the universal proxy rules as set forth in Rule 14a-19 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), by requiring the stockholders making a nomination to represent whether it will comply with the universal proxy rules and providing that the nomination will be disregarded if the stockholder does not comply with the universal proxy rules;

• adding a new Article II, Section 11 which clarifies and confirms the ability to adjourn meetings of stockholders, in accordance with recent amendments to the General Corporation Law;

• clarifying that committees of the Board may recommend to the stockholders the election or removal of directors;

• clarifying that any Indemnitee (as defined in the Amended Bylaws) shall be obligated to reimburse the Company for all expenses advanced by the Company to the Indemnitee or a third-party engaged for the benefit of Indemnitee in the event that such Indemnitee is determined not to be entitled to indemnification under the Amended Bylaws;

• increasing the number of days the Company has to pay an Indemnitee on an indemnification claim before the Indemnitee is entitled to adjudication of his or her entitlement to indemnification from five (5) days to thirty (30) days;

• providing that the federal district courts of the United States shall be the exclusive forum for any lawsuits arising under the Securities Act of 1933, as amended, unless a majority of the Board of Directors, acting on behalf of the Company, consents to or approves the selection of an alternative forum.

The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended Bylaws, a copy of which is attached to this Form 10-Q as Exhibit 3.1 and is incorporated herein by reference.

(1) Fourth Amended and Restated Bylaws of Cavco Industries, Inc.

dated January 30, 2024

(1) Form of Indemnification Agreement

(1) Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 - Rule 13a-14(a)/15d-14(a)

10 unchanged sentences

*Management Contract or Compensatory Plan, Contract or Arrangement

(1) Incorporated by reference to Exhibit 99.1 to the Registration Statement on Form S-8 filed on August 1, 2023.

(1) Filed herewith.

5 unchanged sentences

/s/ William C.

Boor Director, President and Chief Executive Officer November 3, 2023

Boor Director, President and Chief Executive Officer February 2, 2024

Boor (Principal Executive Officer)

/s/ Allison K.

Aden Executive Vice President, Chief Financial Officer & Treasurer November 3, 2023

Aden Executive Vice President, Chief Financial Officer & Treasurer February 2, 2024

Aden (Principal Financial Officer)

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.