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8-KThe WireRoutine

Shareholder Vote

Filed May 8, 2024 · 2y ago · Accession 0000216085-24-000010

Plain English

Material event — a significant development the company must disclose promptly.

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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 8, 2024 (May 6, 2024) Haverty Furniture Companies, Inc. (Exact Name of Registrant as Specified in Its Charter) 1-14445 (Commission File Number) MD 58-0281900 (State or Other Jurisdiction of Incorporation) (I.R.S. Employer Identification No.) 780 Johnson Ferry Road, NE , Suite 800 Atlanta , GA 30342 (Address of principal executive offices, including zip code) ( 404 ) 443-2900 (Registrant’s telephone number, including area code) NOT APPLICABLE (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 HVT NYSE Class A Common Stock HVTA NYSE 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 5.07      Submission of Matters to a Vote of Security Holders. (a)   On May 6, 2024, 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 1,123,779 shares of Class A common stock, or approximately 87.7% of eligible Class A common stock, and 13,468,122 shares of common stock, or approximately 90.1% 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 27, 2024, 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                       L. Allison Dukes     1,052,652       44,677       26,450   Rawson Haverty Jr.     1,097,328       1       26,450   Natalie B. Morhous     1,096,328       1,001       26,450   Vicki R. Palmer     1,096,307       1,022       26,450   Derek G. Schiller     1,055,203       42,126       26,450   Al Trujillo     1,056,182       41,147       26,450   Proposal 1:      Election of common stock directors. The holders of common stock elected all three director nominees at the annual meeting to serve a one-year term.  The voting results were as follows: Nominee   For     Withheld     Broker Non-Vote                       Michael R. Cote     12,684,732       132,105       651,285   G. Thomas Hough     8,290,743       4,526,094       651,285   Clarence H. Smith     12,586,346       230,491       651,285   Proposal 2:    Advisory Vote on Executive Compensation. The stockholders approved the following resolution regarding executive compensation. “RESOLVED, that the stockholders approve, on an advisory basis, the compensation of the Company’s named executive officers as disclosed in the Compensation Discussion and Analysis, the accompanying compensation tables, and the related narrative disclosure in the Company’s Proxy Statement for the 2024 Annual Meeting of Stockholders.” The voting results were as follows:     For     Against     Abstain     Broker Non-Vote   Advisory Vote on Executive Compensation     23,251,571       497,883       40,677       915,785   Proposal 3:      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, 2023.  The voting results were as follows:     For     Against     Abstain     Broker Non-Vote   Ratification of Grant Thornton LLP     24,586,662       108,924       10,330       -   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 hereunto duly authorized.     HAVERTY FURNITURE COMPANIES, INC.   May 8, 2024   By:       Jenny Hill Parker Senior Vice President, Finance and Corporate Secretary
Filing details
Ticker
HVT
CIK
216085
Form type
8-K
Filing date
May 8, 2024
Report date
May 8, 2024
Document
hvt8k5824.htm
Size
433 KB