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Executive Change · Shareholder Vote

Filed Aug 6, 2021 · 4y ago · Accession 0000950170-21-001002

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): August 02, 2021     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   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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On August 2, 2021, the Compensation Committee (the “Committee”) of Skyline Champion Corporation (the “Company”) approved the following increases in compensation for certain officers, effective July 26, 2021:   Base Salary Increases.   The Committee approved the following base salary increases:     Name and Title   Former Salary Base Salary as of July 26, 2021 Mark Yost, President & Chief Executive Officer $600,000 $710,000 Laurie Hough, Executive Vice President, Chief Financial Officer and Treasurer $425,000 $475,000 Joseph Kimmell, Executive Vice President, Operations $350,000 $375,000 Wade Lyall, Executive Vice President, Sales and Business Development $350,000 $375,000 Robert Spence, Senior Vice Present, General Counsel and Secretary $325,000 $350,000 Timothy Burkhardt, Vice President and Controller $250,000 $280,000   Short Term Incentive Cash Compensation   The Committee approved an increase in the annual incentive target percentage of the short term incentive cash compensation for certain officers. Ms. Hough and Messrs. Kimmell, Timothy Larson (Chief Growth Officer), Lyall and Spence were all increased from 75% to 80%, and Mr. Burkhardt was increased from 50% to 70%.   Long-Term Equity Incentive Compensation The Company has an existing 2018 Long Term Equity Incentive Plan (the “Plan”). The Committee approved increases in the targeted combined grant date fair value of the equity awards for certain officers as follows:     Name and Title   Former Target Value   Target Value Mark Yost, President & Chief Executive Officer $1,350,000 $3,600,000 Laurie Hough, Executive Vice President, Chief Financial Officer and Treasurer $637,500 $1,250,000 Joseph Kimmell, Executive Vice President, Operations $350,000 $900,000 Wade Lyall, Executive Vice President, Sales and Business Development $350,000 $900,000 Robert Spence, Senior Vice Present, General Counsel and Secretary $325,000 $675,000 Timothy Burkhardt, Vice President and Controller $250,000 $575,000   The Target Value of each equity award will be converted into a mix of performance-based restricted stock units (“PRSUs”) and time-based restricted stock units (“RSUs”). Each PRSU and RSU represents a contractual right to receive one share of the Company’s common stock upon vesting and settlement of the PRSU or RSU (as applicable). An explanation of the Plan and the individual awards is included in the Company’s 2021 Form DEF 14A Proxy Statement filed June 22, 2021.   Item 5.07 Submission of Matters to a Vote of Security Holders. At the Annual Meeting, the Company’s shareholders voted on the following matters:   Proposal 1 :  Shareholders elected each nominee for director, each to serve until the next annual meeting of shareholders or until his successor is duly elected and qualified:   Name For Against Abstain Broker Non-Vote Keith Anderson 50,740,799 - 0 - 182,279 1,578,557 Michael Berman 49,507,908 - 0 - 1,415,170 1,578,557 Timothy Bernlohr 47,613,017 - 0 - 3,310,060 1,578,557 Eddie Capel 50,641,743 - 0 - 281,335 1,578,557 John C. Firth 48,758,354 - 0 - 2,164,724 1,578,557 Michael Kaufman 49,252,849 - 0 - 1,670,229 1,578,557 Erin Mulligan Nelson 50,755,624 - 0 - 167,453 1,578,557 Gary E. Robinette 50,709,945 - 0 - 213,133 1,578,557 Mark Yost 50,744,294 - 0 - 178,784 1,578,557   Proposal 2 : Shareholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending April 2, 2022:   For Against Abstaining          51,918,060           180,876 402,698   Proposal 3 : Shareholders approved, on a non-binding advisory basis, the compensation paid to the Company’s named executive officers for fiscal year 2021, as disclosed under the heading “Executive Compensation” in the Company’s 2021 Proxy Statement:   For Against Abstain Broker Non-Vote 49,368,155 1,152,566 402,356 1,578,557       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: August 6, 2021 By: /s/ Robert Spence       Robert Spence Vice President, General Counsel and Secretary
Filing details
Ticker
SKY
CIK
90896
Form type
8-K
Filing date
Aug 6, 2021
Report date
Aug 2, 2021
Document
sky-20210802.htm
Size
210 KB