Champion Homes Reports Key Corporate Events
Ticker: SKY · Form: 8-K · Filed: Aug 5, 2024 · CIK: 90896
Sentiment: neutral
Topics: corporate-governance, officer-changes, director-changes
TL;DR
Champion Homes filed an 8-K detailing director/officer changes, elections, and corporate amendments.
AI Summary
Champion Homes, Inc. filed an 8-K on August 5, 2024, reporting several key events as of August 1, 2024. These include the departure of directors or officers, election of directors, appointment of officers, and compensatory arrangements. The filing also covers amendments to articles of incorporation or bylaws, changes in fiscal year, and submission of matters to a vote of security holders. Additionally, it addresses other events and financial statements/exhibits.
Why It Matters
This filing provides crucial updates on the company's governance, executive appointments, and potential changes to its corporate structure or bylaws, which can impact investor confidence and operational direction.
Risk Assessment
Risk Level: low — The filing reports routine corporate governance events and does not indicate any immediate financial distress or significant operational shifts.
Key Players & Entities
- Champion Homes, Inc. (company) — Registrant
- August 1, 2024 (date) — Earliest event reported date
- August 5, 2024 (date) — Filing date
FAQ
What specific directors or officers departed from Champion Homes, Inc. as of August 1, 2024?
The filing indicates the 'Departure of Directors or Certain Officers' as an item reported, but does not list specific names in the provided text.
Were there any new directors or officers elected or appointed on August 1, 2024?
Yes, the filing explicitly mentions 'Election of Directors' and 'Appointment of Certain Officers' as reported items for the period ending August 1, 2024.
Did Champion Homes, Inc. amend its articles of incorporation or bylaws?
The filing states 'Amendments to Articles of Incorporation or Bylaws' as an item of information being reported.
Were any matters submitted to a vote of Champion Homes, Inc. security holders?
Yes, the filing lists 'Submission of Matters to a Vote of Security Holders' as one of the reported items.
Does the 8-K filing include any financial statements or exhibits?
Yes, the filing explicitly includes 'Financial Statements and Exhibits' as part of the reported information.
Filing Stats: 1,102 words · 4 min read · ~4 pages · Grade level 12.1 · Accepted 2024-08-05 16:05:58
Filing Documents
- sky-20240801.htm (8-K) — 86KB
- sky-ex3_1.htm (EX-3.1) — 53KB
- sky-ex3_2.htm (EX-3.2) — 181KB
- 0000950170-24-090735.txt ( ) — 475KB
- sky-20240801.xsd (EX-101.SCH) — 25KB
- sky-20240801_htm.xml (XML) — 5KB
03 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. As disclosed under Item 5.07 below, at the Annual Meeting, the Company's shareholders approved an amendment and restatement to the Company's Amended and Restated Articles of Incorporation (the "Articles of Incorporation"), to effect a change in the Company's legal name from "Skyline Champion Corporation" to "Champion Homes, Inc." The Company's Second Amended and Restated Articles of Incorporation reflecting the Company's new legal name was filed with the Indiana Secretary of State and became effective on August 5, 2024. A copy of the Company's Second Amended and Restated Articles of Incorporation, effective August 5, 2024, is attached hereto as Exhibit 3.1 and is incorporated herein by reference. In addition, in connection with the name change, the Company's Board of Directors amended and restated the Company's Amended and Restated By-Laws to replace any references to "Skyline Champion Corporation" with "Champion Homes, Inc." A copy of the Company's Amended and Restated By-Laws, is attached hereto as Exhibit 3.2 and is incorporated herein by reference. The Company's common stock will begin trading under Champion Homes, Inc. on the New York Stock Exchange on August 15, 2024, and will continue to be traded under the symbol "SKY."
07 Submission of Matters to a Vote of Security Holders
Item 5.07 Submission of Matters to a Vote of Security Holders. At the Annual Meeting, the Company's shareholders voted [1] 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: [1] The Company's Bylaws entitle each share to one vote; however, the total vote count contains fractional shares. The Company rounded the total number of votes down for any fractional amount at or below .50 and rounded the vote total up for any fractional vote at or above .51. Nominee For Withhold Non-Votes Keith Anderson 31,991,854 21,134,728 1,463,844 Michael Berman 38,524,890 15,022,185 1,043,351 Eddie Capel 38,526,445 15,020,630 1,043,351 Erin Mulligan Helgren 39,192,304 14,354,771 1,043,351 Michael Kaufman 33,914,968 19,224,647 1,450,811 Tawn Kelley 36,999,807 16,547,268 1,043,351 Nikul Patel 39,189,045 14,358,030 1,043,351 Gary Robinette 38,495,213 15,051,862 1,043,351 Mark Yost 39,229,684 14,317,391 1,043,351 Proposal 2 : Shareholders ratified the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending March 29, 2025: For Against Abstain 53,990,932 462,228 137,266 Proposal 3 : Shareholders approved, on a non-binding advisory basis, the compensation paid to the Company's named executive officers for fiscal year 2024, as disclosed under the heading "Executive Compensation" in the Company's 2024 proxy statement: For Against Abstain Broker Non-Votes 50,552,885 2,925,457 93,546 1,018,538 Proposal 4 : Shareholders approved the amendment and restatement of the Company's Articles of Incorporation to change the Company's name from Skyline Champion Corporation to Champion Homes, Inc.: For Against Abstain 54,338,858 167,291 84,277
01 Other Events
Item 8.01 Other Events. The Company's Board of Directors determined the following composition for committee assignments until the next annual meeting: Audit Committee : Michael Berman, Chair Erin Mulligan Helgren Tawn Kelley Nominating and Governance Committee : Tawn Kelley, Chair Michael Kaufman Michael Berman Gary Robinette Compensation Committee : Eddie Capel, Chair Erin Mulligan Helgren Michael Kaufman Nikul Patel
01 Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits. (d) Exhibits The following exhibits are filed herewith: Exhibit No. Description 3.1 Second Amended and Restated Articles of Incorporation, as amended and restated effective August 5, 2024. 3.2 Amended and Restated By-Laws, as amended and restated effective August 5, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
SIGNATURES
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 hereunto duly authorized. CHAMPION HOMES, INC. Date: August 5, 2024 By: /s/ Laurel Krueger Laurel Krueger Senior Vice President, General Counsel and Secretary