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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