Legacy Housing Sets Dec. 18 Annual Meeting; Board Seeks Re-election of Five Directors

TL;DR

**LEGH's annual meeting is a rubber stamp for current management and auditors, signaling business as usual; expect no major shake-ups.**

AI Summary

Legacy Housing Corporation (LEGH) is holding its Annual Meeting of Stockholders on December 18, 2025, at its Bedford, Texas offices. Stockholders will vote on two key proposals: the election of five directors and the ratification of Frazier & Deeter, LLC as the independent registered public accounting firm for the year ending December 31, 2025. The Board of Directors unanimously recommends voting 'FOR' all five director nominees—Curtis D. Hodgson, Kenneth E. Shipley, Brian J. Ferguson, Skyler M. Howton, and Jeffrey K. Stouder—each for a one-year term. Additionally, the Board recommends voting 'FOR' the ratification of Frazier & Deeter, LLC. As of October 29, 2025, there were 23,868,727 shares issued and outstanding, with a majority required to establish a quorum. The company estimates the cost of proxy solicitation to be approximately $9,000, which will be borne by Legacy Housing Corporation.

Why It Matters

This DEF 14A filing outlines the critical governance decisions for Legacy Housing Corp, directly impacting investor confidence and strategic direction. The re-election of all five incumbent directors, including co-founders Curtis D. Hodgson and Kenneth E. Shipley, signals continuity in leadership, which can be a double-edged sword for investors seeking fresh perspectives or stability. Ratifying Frazier & Deeter, LLC as the auditor is a standard but essential step for financial transparency, crucial for maintaining trust with shareholders and regulators. In the competitive manufactured housing market, stable governance and clear financial oversight are paramount for LEGH to execute its strategy and maintain its market position against rivals.

Risk Assessment

Risk Level: low — The filing indicates a low risk level as it primarily concerns routine corporate governance matters: the election of five incumbent directors and the ratification of the independent auditor, Frazier & Deeter, LLC. There are no proposals for significant strategic changes, mergers, or executive compensation overhauls that typically introduce higher risk. The Board's unanimous recommendation for all proposals further suggests a stable, uncontested process.

Analyst Insight

Investors should review the biographies of the five director nominees to ensure their qualifications align with the company's long-term strategy, particularly given the continuity of leadership. While the proposals are routine, shareholders should still cast their votes to ensure their voice is heard on governance and auditor selection, even if it's to support the Board's recommendations.

Key Numbers

• December 18, 2025 — Annual Meeting Date (Date of Legacy Housing Corporation's Annual Meeting of Stockholders)
• October 29, 2025 — Record Date (Date for determining stockholders entitled to vote at the Annual Meeting)
• 23,868,727 — Shares Outstanding (Number of shares issued and outstanding as of the record date, October 29, 2025)
• 5 — Number of Directors (Number of directors nominated for election to the Board)
• $9,000 — Estimated Proxy Solicitation Costs (Estimated cost to be borne by Legacy Housing Corporation for proxy solicitation)

Key Players & Entities

• Legacy Housing Corporation (company) — Registrant and subject of the DEF 14A filing
• Frazier & Deeter, LLC (company) — Independent registered public accounting firm for 2025
• Curtis D. Hodgson (person) — Co-Founder, Director, and former Executive Chairman of Legacy Housing
• Kenneth E. Shipley (person) — Co-Founder, Chairman of the Board, and Interim Chief Executive Officer of Legacy Housing
• Brian J. Ferguson (person) — Director, Attorney, and Certified Public Accountant
• Skyler M. Howton (person) — Director and Attorney
• Jeffrey K. Stouder (person) — Director and Chief Accounting Officer at Tungsten Automation
• U.S. Securities and Exchange Commission (regulator) — Regulates SEC filings like DEF 14A
• Continental Stock Transfer & Trust Company (company) — Transfer agent for Legacy Housing Corp common stock
• $9,000 (dollar_amount) — Estimated cost of proxy solicitation

FAQ

Industry Context

Legacy Housing Corporation operates in the manufactured housing industry, which is sensitive to economic conditions, interest rates, and consumer confidence. The industry faces competition from other manufacturers and alternative housing solutions. Trends include a focus on affordability, customization, and regulatory compliance.

Regulatory Implications

The company must comply with various regulations related to manufactured housing, including those from the Department of Housing and Urban Development (HUD) and state-specific building codes. Compliance ensures product safety and market access, while non-compliance can lead to fines and reputational damage.

What Investors Should Do

1. Vote FOR the election of the five nominated directors.
2. Vote FOR the ratification of Frazier & Deeter, LLC as the independent registered public accounting firm.
3. Review the proxy statement and annual report before the meeting.

Key Dates

• 2025-12-18: Annual Meeting of Stockholders — Stockholders will vote on director elections and ratification of the independent auditor. This is a key governance event for the company.
• 2025-10-29: Record Date — Determines which stockholders are entitled to vote at the Annual Meeting. Shares outstanding as of this date are 23,868,727.
• 2025-11-13: Proxy Statement and Annual Report Sent to Stockholders — Provides shareholders with information to make informed voting decisions for the Annual Meeting.

Glossary

DEF 14A

A filing with the U.S. Securities and Exchange Commission (SEC) that provides detailed information about a company's annual meeting of stockholders, including matters to be voted upon. (This document is the primary source of information for the annual meeting and contains details about director nominations, auditor ratification, and other corporate governance matters.)

Proxy

A document that authorizes another person to act on behalf of a stockholder in voting shares at a shareholder meeting. (Stockholders can vote by proxy if they cannot attend the Annual Meeting, ensuring their vote is counted on proposals like director elections and auditor ratification.)

Stockholder of Record

A shareholder whose name is registered directly on the company's books or records. (Stockholders of record as of the record date (October 29, 2025) are entitled to vote at the Annual Meeting.)

Street Name Holder

A shareholder who holds shares through a broker, bank, or other nominee, rather than having the shares registered directly in their name. (These holders' brokers or nominees are the stockholders of record and will vote the shares based on instructions from the beneficial owner.)

Independent Registered Public Accounting Firm

An external audit firm that is independent of the company and is responsible for auditing the company's financial statements. (The ratification of Frazier & Deeter, LLC as the independent auditor for the year ending December 31, 2025, is a key proposal for stockholders to vote on, ensuring the integrity of financial reporting.)

Year-Over-Year Comparison

This DEF 14A filing focuses on the upcoming Annual Meeting of Stockholders on December 18, 2025. It details the proposals for director elections and auditor ratification. Specific financial performance metrics or comparisons to prior filings are not the primary focus of this proxy statement, which is typical for this type of document. The key information relates to corporate governance and voting procedures.

Key Financial Figures

• $9,000 — , which we estimate to be approximately $9,000. In addition to solicitations by mail,

Filing Documents

• tm2530513-1_def14a.htm (DEF 14A) — 488KB
• sg_kenneth-bw.jpg (GRAPHIC) — 3KB
• bc_captsr-4clr.jpg (GRAPHIC) — 64KB
• bc_capnetincome-4clr.jpg (GRAPHIC) — 71KB
• px_25legacyproxy1pg01-bw.jpg (GRAPHIC) — 248KB
• px_25legacyproxy1pg02-bw.jpg (GRAPHIC) — 283KB
• 0001104659-25-109708.txt ( ) — 2765KB
• legh-20241231.xsd (EX-101.SCH) — 10KB
• legh-20241231_def.xml (EX-101.DEF) — 3KB
• legh-20241231_lab.xml (EX-101.LAB) — 35KB
• legh-20241231_pre.xml (EX-101.PRE) — 5KB
• tm2530513-1_def14a_htm.xml (XML) — 94KB

SECURITY OWNERSHIP

SECURITY OWNERSHIP 17 MANAGEMENT 19

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 20 ANNUAL REPORT 31 TABLE OF CONTENTS LEGACY HOUSING CORPORATION 1600 Airport Freeway, Suite 100 Bedford, Texas 76022 PROXY STATEMENT ANNUAL MEETING OF STOCKHOLDERS Thursday, December 18, 2025 The Annual Meeting of Stockholders of Legacy Housing Corporation ("Legacy" or the "Company") will be held on Thursday, December 18, 2025, at our offices located at 1600 Airport Freeway, Suite 100, Bedford, Texas 76022, at 10:00 a.m., local time (the "Annual Meeting"). Our Board of Directors (the "Board") is soliciting your proxy to vote your shares of common stock at the Annual Meeting or any adjournments of that meeting. This proxy statement, which was prepared by our management team for the Board, contains information about the matters to be considered at the meeting or any adjournments or postponements of the meeting. All proxies will be voted in accordance with the instructions they contain. If you do not specify your voting instructions on the proxy you submit for the meeting, it will be voted in accordance with the recommendation of the Board. You may revoke your proxy at any time before it is exercised at the meeting by giving our Secretary written notice to that effect. This proxy statement and our annual report are first being sent to stockholders on or about November 13, 2025. ABOUT THE MEETING What is being considered at the Annual Meeting? The proposals to be voted on at the Annual Meeting are: The election of five directors for a term of one year or until their successors are elected and qualified (the "Election of Directors"); and The ratification of the appointment of Frazier & Deeter, LLC as our independent registered public accounting firm for the year ending December 31, 2025. The Board does not intend to present at the meeting any matters not referred to in the form of proxy. If any proposal not set forth in this proxy statement should be presented for action at the meeting and is a matter which shoul

View Full Filing

View this DEF 14A filing on SEC EDGAR