Dennis L. Fink, as previously disclosed In a Form 8-K filed July
8, 2016, notified the Company on his 65^th
birthday of his intention to retire. He agreed at that time to
remain with Havertys until his successor could be named and to
assist in an orderly transition.

The Compensation Committee of the Board of Directors at the time
of its January 30, 2017 meeting granted equity and cash
incentives to Havertys’ executive officers, but no grants were
made to Mr. Fink due to his impending retirement. The Company
announced on April 18, 2017 the hiring of a new executive vice
president and chief financial officer to be effective May 4, 2017
and that Mr. Fink would remain with Havertys as executive vice
president, finance until mid-August.

The Compensation Committee approved on May 9, 2017 cash incentive
plans for Mr. Fink consistent in structure with those established
for the Company’s executive officers (described below) at its
January 30, 2017 meeting.

2017 Executive Officer Cash Incentive Plans: The incentive plans
(the “Plans” or “MIP I” or “MIP II”) determine 2017 cash
incentives to the Company’s 2014 Long Term Incentive Plan.
Participants are eligible to receive a target payout amount from
the combined Plans of 60% of their 2017 annual base salary. The
MIP I Plan covers 80% of the target payout. The MIP I sets goals
of pre-tax earnings on a quarterly and annual basis. Participants
will begin to earn the incentive pay once at least 80% of a goal
is met increasing up to 125% of the pre-tax goal. There is a 3%
change in the incentive pay earned for every 1% increase or
decrease in actual pre-tax earnings versus the goal with the
incentive pay potential ranging from 40% to 175% of the earnings
target payout amount. Pre-tax earnings for comparison to the goal
will be that amount reported in the annual Form 10-K, adjusted to
eliminate the effects of asset impairments, restructurings,
acquisitions, divestitures, other unusual or non-recurring items,
store closing costs, and the cumulative effect of accounting
changes, as determined in accordance with generally accepted
accounting principles, as applicable. The MIP II Plan, which does
not provide for above target payouts, covers the remaining 20% of
the potential target payout. The MIP II Plan is earned for
achieving additional performance criteria or specific projects or
initiatives as approved by the Compensation Committee. The
Compensation Committee has discretion in the administration of
the Plans.

Mr. Fink will earn incentive pay under the MIP I based on the
achievements of the quarterly pre-tax earnings goals for the
first and second quarters of 2017, together representing 14% of
target payout for the year. Payout under the MIP II Plan will be
determined as approved by the Compensation Committee. Cash
incentives earned for all executive officers under the Plans,
including any for Mr. Fink, will be made in February 2018 after
certification by the Compensation Committee.

Item 5.07 Submission of Matters to a Vote of Security Holders

(a) On May 8, 2016, 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
1,723,164 shares of Class A common stock, or approximately 94.9%
of eligible Class A common stock, and 17,939,860 shares of common
stock, or approximately 92.93% 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 29, 2017, 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:

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:

Proposal 2: Approval of the Director Compensation Plan:

The stockholders approved the Director Compensation Plan. The
voting results were as follows:

Proposal 3: Advisory Vote on Our Named Executives’ Compensation:

The stockholders voted “For” the advisory vote on our named
executives’ compensation. The voting results were as follows:

Proposal 4: Advisory Vote on the Frequency of the Stockholder
Vote on Executive Compensation:

The stockholders advisory vote was for a “Three Year” frequency
of the stockholder vote on executive compensation. The voting
results were as follows:

Proposal 5: 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,
2017. The voting results were as follows: