HAVERTY FURNITURE COMPANIES, INC. (NYSE:HVT) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

HAVERTY FURNITURE COMPANIES, INC. (NYSE:HVT) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

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On and effective May 8, 2018, Havertys board of directors, based on the recommendation of the Nominating and Corporate Governance Committee, approved an amendment to the Company's Amended and Restated Bylaws. The primary purpose of the amendment is to create a new board committee and consolidate the responsibilities of two existing board committees. The newly formed Nominating, Compensation and Governance Committee combines the current Executive Compensation and Employee Benefits Committee and the Nominating and Corporate Governance Committee duties and powers.

The Amended and Restated Bylaws, as amended, are attached as Exhibit3.1 hereto and incorporated by reference herein.

Item 5.07 Submission of Matters to a Vote of Security Holders.

(a) On May 7, 2018, 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 1,699,380 shares of Class A common stock, or approximately 96.15% of eligible Class A common stock, and 18,198,575 shares of common stock, or approximately 93.82% 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 28, 2018, 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

John T. Glover

1,563,629

8,485

127,266

Rawson Haverty, Jr.

1,565,735

6,379

127,266

Mylle Mangum

1,565,779

6,335

127,266

Vicki R. Palmer

1,565,779

6,335

127,266

Clarence H. Smith

1,563,629

8,485

127,266

Al Trujillo

1,563,629

8,485

127,266

Proposal 1: Election of common stock directors.

The holders of common stock elected all two 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

16,632,635

37,278

1,528,662

Fred L. Schuermann

15,934,839

735,074

1,528,662

Proposal 2: 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, 2018. The voting results were as follows:

For

Against

Abstain

Broker

Non-Vote

Ratification of Grant Thornton LLP

35,069,055

122,687

Item 9.01 Financial Statements, Pro Forma Financial Information and Exhibits.

(c)Exhibits

3.1
Amended and Restated Bylaws effective May 8, 2018.


HAVERTY FURNITURE COMPANIES INC Exhibit
EX-3.1 2 hvtexh3.htm AMENDED AND RESTATED BYLAWS EXHIBIT 3.1 BYLAWS OF HAVERTY FURNITURE COMPANIES,…
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About HAVERTY FURNITURE COMPANIES, INC. (NYSE:HVT)

Haverty Furniture Companies, Inc. is a specialty retailer of residential furniture and accessories. The Company sells home furnishings in its retail stores and through its Website havertys.com. The Company has over 120 stores in approximately 20 states in the southern and Midwest regions with over 4.4 million square feet retail store space. It offers financing through an internal revolving charge credit plan as well as a third-party finance company. Its retail locations are operated using the Havertys name. It offers mattress product lines, such as Selay, Serta, Stearns and Foster, and Tempur-Pedic. The Company’s customers are college educated women in middle to upper-middle income households.

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