CVCO
2 0 2 4
P R O X Y S T A T E M E N T
Dear Fellow Stockholders:
Another fiscal year ends and as Chairman of the Board of Directors of Cavco Industries, Inc., it is my privilege to address you with an update on Cavco's financial progress, achievements, and outlook. On behalf of the entire Board, Cavco thanks you for your continued support and interest in the Company. Your investment in Cavco has been instrumental in driving the Company's success.
As your Board, we support the management team in achieving sustainable stockholder value by executing against a clear and focused strategy supported by prudent risk management, sound corporate governance, an executive compensation program aligned with the interests of our stockholders, and a focused approach to environmental, social, and governance ("ESG") leadership and engagement. The Board would like to highlight a few areas of particular significance for the Company this past fiscal year:
As the Company moves forward, we remain focused on our long-term strategic objectives and our commitment to sustainable growth. We recognize the challenges that lie ahead, including evolving market and financial dynamics. However, the Company is confident in its ability to navigate these obstacles and capitalize on opportunities.
The attached Notice of Annual Meeting of Stockholders and Definitive Proxy Statement provides all the requisite information concerning all business to be conducted at the upcoming annual meeting. It also describes how the Board operates, gives information about the director candidates, and provides other pertinent information. The Board thanks you for your continued confidence and we appreciate the opportunity to serve Cavco on your behalf.
Sincerely,
Steven G. Bunger
Chairman of the Board of Directors
June 13, 2024
Notice of
2024 Annual Meeting of Stockholders of
Cavco Industries, Inc.
Meeting Information
Date: July 30, 2024
Time: 9:00 AM Local Time
Place: Cavco Industries, Inc.
3636 North Central Avenue
Phoenix, Arizona 85012
Voting Information
To ensure representation of your shares at the Annual Meeting, you must vote in the manner described within the accompanying proxy. To vote beforethe Annual Meeting, you must vote by:
(3) Mail.
The deadline for voting by telephone or online is 11:59 PM (EDT) on July 29, 2024. If voting by mail, all proxies must be received beforethe Annual Meeting.
Items of business to be voted on at the 2024 Annual Meeting of Stockholders:
Annual Report:
The Company's Annual Report is available at www.ProxyVote.comand may also be viewed on the Company's website at investor.cavco.com/annualmeeting
Who Can Vote:
You can vote if you were a stockholder of record at the close of business on June 3, 2024.
By Order of the Board of Directors
Seth G. Schuknecht
Executive Vice President, General Counsel,
Corporate Secretary, & Chief Compliance Officer
Cavco Industries, Inc. 2024 Proxy Statement
Table of Contents
PROXY SUMMARY
ii
Purposes of the Annual Meeting
1
ABOUT THE ANNUAL MEETING: FREQUENTLY ASKED QUESTIONS
2
STOCK OWNERSHIP
5
PROPOSAL NO. 1: ELECTION OF DIRECTORS
7
Nominees for Director Standing for Election in Class III
8
Continuing Directors
9
CORPORATE GOVERNANCE OVERVIEW
13
Director Nominating Process
14
Board Experience, Expertise, and Composition
15
DIRECTOR COMPENSATION
16
COMMITTEES
17
CORPORATE RESPONSIBILITY
20
MANAGEMENT
24
Executive Officers
24
EXECUTIVE COMPENSATION
27
COMPENSATION DISCUSSION AND ANALYSIS
27
Overview of the Company's Compensation Program
27
Compensation Philosophy
27
Objectives of the Company's Fiscal Year 2024 Compensation Program
28
Role of Management in Establishing and Awarding Compensation
28
Independent Compensation Consultant
28
Clawback Policy
29
Shareholder Approval of our Compensation Decisions
29
Benchmarking Methodology
29
COMPONENTS OF EXECUTIVE COMPENSATION
30
Employment Agreements in Effect for 2024
33
Compensation Policies and Practices as They Relate to Risk Management
35
Compensation Committee Report
35
SUMMARY COMPENSATION TABLE
36
GRANTS OF PLAN-BASED AWARDS
37
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
38
OPTION EXERCISES AND STOCK VESTED
40
CEO PAY RATIO DISCLOSURE
41
PAY VERSUS PERFORMANCE
42
PROPOSAL NO. 2: ADVISORY VOTE ON THE COMPENSATION OF THE NAMED EXECUTIVE OFFICERS
46
AUDIT FEES
47
Report of the Audit Committee
48
PROPOSAL 3: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
49
GENERAL INFORMATION
50
Cavco Industries, Inc.
www.cavco.com i
Cavco Industries, Inc. 2024 Proxy Statement
CAVCO INDUSTRIES, INC.
PROXY STATEMENT
2024 Annual Meeting of Stockholders
to be held July 30, 2024
Proxy Summary
The 2024 Annual Meeting of Stockholders (the "Annual Meeting") of Cavco Industries, Inc., a Delaware corporation ("we," "our," "us," "Cavco," or the "Company") will be held in person on Tuesday, July 30, 2024, at 9:00 a.m. local time at our corporate headquarters located at 3636 North Central Avenue, Suite 1200, Phoenix, Arizona 85012 (the "Annual Meeting").
The accompanying notice and proxy card, mailed together with this definitive proxy statement (the "Proxy Statement" and collectively, the "Proxy"), is solicited by and on behalf of the Board of Directors (each a "Director" and collectively, the "Board") of Cavco for use by our stockholders at the Annual Meeting.
We are holding the Annual Meeting for the following purposes, as more fully described in the accompanying Proxy:
PROPOSALS AND BOARD RECOMMENDATIONS
BOARD
RECOMMENDATION
PAGE
REFERENCE
Elect two Class III Directors to serve until the Annual Meeting of Stockholders in
1.FOR7 2027, or until their successors have been elected and qualified;
2.
Approve, on an advisory basis, the compensation of
the Company's named
FOR
46
executive officers;
Ratify the appointment of RSM US LLP as the Company's independent registered
3.FOR49 public accounting firm for fiscal year 2025.
Our Board does not know of any additional matters that may be acted upon at the Annual Meeting other than those matters set forth above.
Our Board has set June 3, 2024, as our record date for this year's Annual Meeting (the "Record Date"). Only stockholders that owned our common stock at the close of business on that date are entitled to notice of our Annual Meeting and may vote on the proposals presented at it or any adjournment of the meeting.
On or about June 13, 2024, we expect to mail to our stockholders either (1) a notice of internet availability of Proxy materials (the "Notice") or, (2) if you elected to receive them by mail, a proxy card with a printed copy of our Proxy materials (the "Proxy Card"). The Notice provides instructions on how to vote and get our Proxy materials electronically or have the materials mailed to you. Both the Notice and Proxy Card provide instructions on how to vote by telephone, by mail, or by the internet beforethe Annual Meeting. The Proxy and our 2024 Annual Report on Form 10-K, filed with the Securities and Exchange Commission ("SEC") on May 24, 2024 (the "Annual Report") can be accessed directly on our investor relations website at investor.cavco.com/annualmeeting, or at www.ProxyVote.com, where you will need your 16 digit control number found on your Notice or Proxy Card to access the materials.
YOUR VOTE IS IMPORTANT!
YOU ARE URGED TO VOTE YOUR PROXY PROMPTLY BY MAIL, TELEPHONE, OR VIA THE INTERNET, WHETHER OR NOT YOU
PLAN TO ATTEND THE ANNUAL MEETING.
Cavco Industries, Inc.
www.cavco.com 1
Cavco Industries, Inc. 2024 Proxy Statement
ABOUT OUR ANNUAL MEETING OF STOCKHOLDERS
Commonly Asked Questions and Answers
Why did I receive these materials?
You received these Proxy materials because the Board is soliciting your proxy to vote at our 2024 Annual Meeting on July 30, 2024 (or at any postponement or adjournment of the meeting). You were a stockholder of Cavco as of June 3, 2024, the Record Date. Therefore, you are entitled to receive notice of the meeting and to vote on the matters presented at the Annual Meeting. You should review this Proxy Statement carefully as it gives important information about the proposals that will be voted on at the Annual Meeting, as well as other important information about Cavco.
Why did I receive a Notice instead of a full set of proxy materials?
The SEC allows Cavco to make these Proxy materials, including this Proxy Statement and our Annual Report available electronically via the internet at our website investor.cavco.com/annualmeetingor www.ProxyVote.com. On or about June 13, 2024, Cavco mailed to its stockholders a Proxy Card or a Notice containing instructions for accessing this Proxy Statement and our Annual Report over the internet. If you received the Notice by mail, you will not receive a printed copy of the proxy materials in the mail unless you request them. If you would like a printed copy of Cavco's Proxy materials, please follow the instructions for requesting printed materials in the Notice.
Can I access the Proxy materials electronically?
Yes. Your Notice or Proxy Card contain instructions on how to view our Proxy materials for the Annual Meeting online and how to instruct us to send our future proxy materials to you electronically by email. Our Proxy materials, including this Proxy Statement, are also available on our website at investor.cavco.com/annualmeetingor at www.ProxyVote.com, where you will need your 16 digit control number, provided in your Notice and Proxy Card. Proxy materials will be available during the voting period starting on June 13, 2024. Instead of receiving future copies of our proxy statements and annual reports by mail, stockholders of record and most beneficial owners can elect to receive an email that will provide an electronic link to these documents. Your election to receive future proxy materials by email will remain in effect until you revoke it. Please note that only one Notice will be sent to stockholders who are listed at the same address.
Who can vote on proposals presented at the Annual Meeting?
Stockholders who own shares of our common stock as of the close of business on the Record Date, June 3, 2024, are entitled to vote on proposals presented at the 2024 Annual Meeting. As of the Record Date, we had approximately 8,275,751 shares of common stock issued and outstanding. Each stockholder will be entitled to one vote per share on the election of Directors and each other matter that is described in this Proxy Statement or that may be properly brought before the meeting.
How do I cast my vote?
Most of Cavco's stockholders hold their shares through a broker, bank, or other nominee rather than directly in their own name. As summarized below, there are some distinctions between these shares owned by beneficial stockholders and shares owned by registered stockholders:
Beneficial Stockholders. If your shares are held in a brokerage account, bank, or by another nominee, you are with respect to those shares the "beneficial stockholder" of shares held in street name. As the beneficial stockholder, you have the right to direct your broker, bank, or other nominee on how to vote those shares at the Annual Meeting. You must follow the voting instructions provided by your broker, bank, or other nominee in order to instruct them on how to vote your shares. Beneficial stockholders should generally be able to vote by returning the voting instruction card to their broker, bank, or other nominee, or by telephone or via internet. However, the availability of telephone or internet voting will depend on the voting process of your broker, bank, or other nominee. Since you are not a stockholder of record, you may not vote these shares in person at the Annual Meeting unless you obtain a "legal proxy" from your broker, bank, or other nominee (who is the stockholder of record) giving you the right to vote the shares.
2 2024 Proxy Statement
Cavco Industries, Inc. 2024 Proxy Statement
Registered Stockholders. If your shares are registered directly in your name with our transfer agent, Computershare, you are the stockholder of record with respect to those shares. As the stockholder of record, you have the right to grant your voting proxy directly to the Company or to vote in person at the Annual Meeting. Accordingly, for registered stockholders there are four ways to vote:
Even if you plan to attend the Annual Meeting, we recommend that you also vote by proxy so that your vote will be counted if you decide not to attend the Annual Meeting.
Who can attend the Annual Meeting?
All stockholders as of the close of business on the Record Date, or their duly appointed proxies, may attend the Annual Meeting that will be held in person on July 30, 2024, at 9:00 a.m. (local time) at our corporate headquarters located at 3636 N. Central Avenue, Suite 1200, Phoenix, Arizona 85012.
What is a "Broker Non-Vote"?
Generally, a broker non-vote occurs when a broker, bank, or other nominee that holds shares in street name for a customer is precluded from exercising voting discretion on a particular proposal because the: (i) beneficial owner has not provided instructions on how to vote; and (ii) such broker, bank, or other nominee lacks discretionary voting power to vote on such issues. Accordingly, a broker, bank, or other nominee does not have discretionary voting power with respect to the approval of "non-routine" matters absent specific voting instructions from the beneficial owners of such shares.
What Constitutes a Quorum for the Annual Meeting?
The holders of a majority of shares entitled to vote on June 3, 2024, represented in person or by proxy, constitutes a quorum for the transaction of business at the Annual Meeting. Cavco will count abstentions and broker non-votes as present for the purpose of determining the presence or absence of a quorum.
In the event the requisite votes for approval of the matters to be considered at the Annual Meeting are not received prior to the Annual Meeting date, the Company may postpone or adjourn the Annual Meeting in order to solicit additional votes. The form of proxy being solicited by this Proxy Statement provides the authority for the proxy holders, in their discretion, to vote the stockholders' shares with respect to a postponement or adjournment of the Annual Meeting. At any postponed or adjourned meeting, proxies received pursuant to this Proxy Statement will be voted in the same manner described in this Proxy Statement with respect to the original meeting.
What will I be voting on at the Annual Meeting and what is required to approve each item?
Proposal No. 1 (Election of Directors): In order to be elected as a Director, a nominee must receive an affirmative vote of the majority of votes cast with respect to that Director nominee's election, which means the number of votes cast "FOR" a Director nominee's election must exceed the number of votes cast "AGAINST" that Director nominee's election. Abstentions and broker non-votes are not treated as votes cast and will have no effect on Proposal No. 1.
Proposal No. 2 (Advisory Vote on the Compensation of the Named Executive Officers): The affirmative vote of the holders of a majority of the shares entitled to vote and represented by person or by proxy at the Annual Meeting is required for advisory approval. Abstentions will have the effect of a vote against Proposal No. 2. Broker non-voteswill not be treated as entitled to vote on the proposal and will have no effect on Proposal No. 2.
Proposal No. 3 (Ratification of Appointment of Independent Registered Public Accounting Firm): The affirmative vote of the holders of a majority of the votes cast for the ratification of the appointment of the independent registered public accounting firm is required for approval. Abstentions are not treated as votes cast and will have no effect on Proposal No. 3. We do not expect there to be any broker non-votesfor this proposal because brokers, banks, or other nominees that hold shares in street name may exercise discretionary voting authority for this proposal.
Cavco Industries, Inc.
www.cavco.com 3
Cavco Industries, Inc. 2024 Proxy Statement
Will there be other items to be voted on at the Annual Meeting?
Cavco is not aware of any other matters that may come before the Board at the Annual Meeting. If any other matters are properly presented at the Annual Meeting, your proxy authorizes the individuals named as proxies to vote, or otherwise act, in accordance with their discretion.
How will proxies be voted at the Annual Meeting?
Beneficial Stockholders. If you hold your shares in "street name", the record holder does not have discretionary voting power with respect to non-routine matters absent specific voting instructions from you. Other than the proposal to ratify the appointment of our independent registered public accounting firm, all of the proposals at this year's Annual Meeting are considered non-routine matters. Therefore, your shares will not be voted without your specific instructions on those non-routine matters, resulting in a broker non-vote. If you provide voting instructions to the record holder of your shares, the record holder will vote in accordance with the instructions given. The record holder of your shares will, however, continue to have the ability to vote your shares in its discretion on the ratification of Proposal No. 3 (Ratification of Appointment of Independent Registered Public Accounting Firm) if you do not otherwise provide voting instructions.
Registered Stockholders. If you are a registered owner, your shares represented by valid proxies received by telephone, via the Internet, or by mail will be voted at the Annual Meeting in accordance with the directions given. If no specific choice is indicated, the shares represented by all valid proxies received will be voted: (i) FOR the election of the two (2) nominees for director named in the proxy; (ii) FOR approval of the advisory vote to approve the compensation of our named executive officers; and (iii) FOR the ratification of the appointment of our independent registered public accounting firm for fiscal year 2025.
Can I change my mind after I vote?
You have the unconditional right to revoke your proxy at any time prior to tabulation.
Beneficial Stockholders. If you are a beneficial stockholder, your broker, bank, or other nominee can provide you with instructions on how to change your vote.
Registered Stockholders. If you are a registered stockholder, to revoke your proxy, you must:
If your proxy is not revoked, Cavco will vote your shares at the Annual Meeting in accordance with your instructions indicated on the proxy card or, if submitted over the Internet or by telephone, as indicated therein.
Who bears the expense of the proxy solicitation?
The Company will bear all proxy solicitation costs. In addition to solicitations by mail, Cavco's Directors, officers, and employees, without additional remuneration, may solicit proxies by telephone, electronic transmission, and personal calls or interviews.
When will the results of the vote be announced?
The preliminary voting results will be announced at the Annual Meeting. The final voting results will be published in a current report on Form 8-K filed with the SEC within four business days following the Annual Meeting.
What do I need to do now?
You should carefully read and consider all the information contained in this Proxy Statement. It contains important information about Cavco that you should consider before voting.
4 2024 Proxy Statement
STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The Company currently has a single class of common stock issued and outstanding. Unless otherwise stated, the table below sets forth certain ownership information with respect to our common stock beneficially owned by stockholders in the following groups as of June 3, 2024, or, in respect of any 5% Holder (as defined below), the date of such holder's most recent Schedule
13D or Schedule 13G filed with the SEC on or before the Record Date:
We have determined beneficial ownership in accordance with the rules of the SEC, and the information is not necessarily indicative of beneficial ownership for any other purpose. A person is a "beneficial owner" of a security if that person has or shares "voting power," which includes the power to vote or to direct the voting of the security, or "investment power," which includes the power to dispose of or to direct the disposition of the security or has the right to acquire such powers within 60 days. Unless otherwise noted in the footnotes to the following table, and subject to applicable community property laws, the persons and entities named in the table have sole voting and investment power with respect to their beneficially owned common stock. In computing the number of shares of our common stock beneficially owned by a party and the percentages of class amounts set forth in the table below, we have based these figures on 8,275,751 shares of common stock issued and outstanding on June 3, 2024, net of treasury shares.
Cavco Industries, Inc.
www.cavco.com 5
Stock Ownership
Cavco common stock
Amount and
nature of
Name and address of beneficial owner
beneficial
Percent
ownership
of class
5% Holders (1)
BlackRock, Inc. (2)
55 East 52nd Street
New York, NY 10055
1,286,383
15.5%
The Vanguard Group (3)
100 Vanguard Blvd.
Malvern, PA 19355
795,771
9.6%
Capital World Investors (4)
333 S. Hope St., 55th Fl.
Los Angeles, CA 90071
588,800
7.1%
Directors and Named Executive Officers (5)
William C. Boor
67,758
*
Steven G. Bunger
9,492
*
Richard A. Kerley (6)
7,883
*
Susan L. Blount
12,100
*
David A. Greenblatt
16,850
*
Steven W. Moster
1,650
*
Julia W. Sze
2,250
*
Allison K. Aden
2,740
*
Brian R. Cira
2,080
*
Matthew A. NiƱo
894
*
Steve K. Like
3,072
*
Mickey R. Dragash (7)
7,594
*
All Directors, director nominees, and all executive officers of Cavco as a group
129,832
1.6%
(13 individuals)
6 2024 Proxy Statement
Disclaimer
Cavco Industries Inc. published this content on 14 June 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 14 June 2024 18:54:01 UTC.