Item 5. Other Information
Item 5. Other Information
Amendment to Compensatory Arrangement of Principal Executive Officer
On July 29 and 30, 2024, at regularly scheduled meetings of the Board and Compensation Committee of the Board, the Compensation Committee recommended and the Board approved a modification to the compensatory arrangement between the Company and Bill Boor, Chief Executive Officer. The Board approved (i) an increased annual base salary of $1,100,000, effective as of July 30, 2024, (ii) an increased annual target short-term incentive bonus equal to 135% of Mr. Boor's annual base salary, capped at 200% of target to be measured and paid in May 2025; and (iii) an increase in annual long-term incentive compensation consisting of equity grants totaling $4,500,000. The long-term incentive compensation component is based on 40% time-based restricted stock units ("RSUs") and 60% performance-based restricted stock units ("PRSUs"). For the current fiscal year, Mr. Boor received additional equity grants with grant dates of July 30, 2024, issued pursuant to the Company’s 2023 Omnibus Equity Incentive Plan, of (a) 900 RSUs, and (b) a target of 1300 PRSUs. The RSUs will vest over three (3) years, with one-third of the total number of shares vesting annually on each of the first, second, and third anniversary of the grant date. The PRSUs will vest at the end of the performance period ending in fiscal year 2027.
Rule 10b5-1 Trading Plans
No officers or directors adopted , modified, 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 June 29, 2024.
Item 6. Exhibits
Exhibit No. Exhibit
31.1
(1) Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 - Rule 13a-14(a)/15d-14(a)
31.2
(1) Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 - Rule 13a-14(a)/15d-14(a)
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(2) Certification of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. 1350, Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS Inline XBRL Instance Document - The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH Inline XBRL Taxonomy Extension Schema Document
101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase
101.DEF Inline XBRL Taxonomy Extension Definition Linkbase
101.LAB Inline XBRL Taxonomy Extension Label Linkbase
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase
104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
(1) Filed herewith.
(2) Furnished herewith.
All other items required under Part II are omitted because they are not applicable.
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Table of Contents
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.
Cavco Industries, Inc.
Registrant
Signature Title Date
/s/ William C. Boor Director, President and Chief Executive Officer August 2, 2024
William C. Boor (Principal Executive Officer)
/s/ Allison K. Aden Executive Vice President, Chief Financial Officer and Treasurer August 2, 2024
Allison K. Aden (Principal Financial Officer)
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.