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As Of Filer Filing For·On·As Docs:Size 4/01/20 Haverty Furniture Companies Inc DEF 14A 4/01/20 1:3.1M |
Document/Exhibit Description Pages Size 1: DEF 14A Definitive Proxy Statement HTML 568K
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Preliminary Proxy Statement
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CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14a-6(e)(2))
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Definitive Proxy Statement
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(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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NOTICE OF 2020 ANNUAL MEETING OF STOCKHOLDERS
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DATE:
Friday, May 15, 2020
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ITEMS OF BUSINESS:
Holders of Class A Common Stock
to elect six directors.
Holders of Common Stock
to elect two directors.
independent registered public accounting firm for 2020.
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TIME:
10:00 a.m.
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PLACE:
Marriott SpringHill
120 East Redwood Street
Baltimore, Maryland
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RECORD DATE:
If you are a holder of record of Common or Class A Common Stock at the close of business on March 13, 2020, then you are entitled to receive notice of and to vote at
the meeting.
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Internet:
Visit - www.proxyvote.com.*
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Telephone
Call - 1-800-690-6903*
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Vote by mail. Sign, date and return your proxy card or voting instruction form.
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*You will need the 11-digit control number included in your proxy card,
voting instructions form or notice.
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Important Notice Regarding the Availability of Proxy Materials for the
Annual Meeting of Stockholders to be held on May 15, 2020.
The proxy statement and annual report for 2019 are available at www.proxyvote.com and on
Havertys’ Investor Relations website at havertys.com under “Investor Information” then “SEC Information.”
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Proposal 1. Election of Directors
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Certain Relationships and Related Transactions
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Ownership of Securities
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Executive Compensation
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Appendix
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Election of Havertys Board of Directors
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What am I voting on?
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Voting recommendation:
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Class A Common Stock
Nominees
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Common Stock Nominees
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Glover
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Haverty
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Mangum
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Palmer
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Smith
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Trujillo
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Dukes
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Hough
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Current/Former CEO
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✔
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✔
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✔
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Public Board Experience
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✔
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✔
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✔
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✔
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✔
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✔
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✔
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✔
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Finance
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✔
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✔
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✔
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✔
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✔
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✔
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✔
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Risk Assessment
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✔
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✔
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✔
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✔
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✔
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✔
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✔
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✔
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✔
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✔
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✔
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✔
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✔
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✔
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Marketing/Brand Building
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✔
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✔
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✔
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✔
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Sales
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✔
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✔
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✔
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✔
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✔
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Experience and Skills Legend
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Current/Former CEO
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Public Board Exerience
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Finance
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Risk
Assessment
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Consumer Focused
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Marketing/
Brand Building
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Sales
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John T. Glover
Age 73
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Independent Director since 1996
Lead Director since 2017
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Principal Occupation: Retired, Vice Chairman of Post Properties, Inc., a real estate investment trust
that developed and operated upscale multifamily apartment communities, from March 2000 to February 2003; President of Post Properties, Inc. from 1994 to 2000. Post Properties, Inc. was acquired in 2016 by Mid-America Apartment Communities,
Inc.
Directorships: Emory Healthcare Inc., Trustee Emeritus of Emory University, and Trustee Emeritus of The
Lovett School.
Experience:
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Age 63
Principal Occupation: Senior Vice President, Real Estate and Development of Havertys since 1998. Over
35 years with Havertys in various positions.
Directorships: Chick-Fil-A Foundation, Akola Project, StarPound Technologies, and a member of the Advisory
Board of the Center for Ethics at Emory University.
Experience:
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Age 71
Principal Occupation: Chief Executive Officer of IBT Holdings, LLC, a provider of design,
construction and consultant services for the retail banking and specialty retail industries since 2003.
Directorships: Barnes Group, Inc., Express, Inc., PRGX Global, Inc., and The Shopping Center Group.
Experience:
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Proposal 1: Nominees for Election by Holders of Class A Common Stock
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Age 66
Principal Occupation: Retired, former Executive Vice President, Financial Services and Administration
for Coca‑Cola Enterprises Inc. from 2004 until 2009. Senior Vice President, Treasurer and Special Assistant to the CEO of Coca-Cola Enterprises Inc. from 1999 to 2004.
Directorships: First Horizon National Corporation and a member of the Governing Board of Woodward
Academy.
Experience:
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Clarence H. Smith
Age 69
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Management Director since 1989
Chairman of the board since 2012
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Principal Occupation: President and Chief Executive Officer of Havertys since 2003. Over 45 years
with Havertys in various positions.
Directorships: Oxford Industries, Inc. and member of the Board of Trustees of Marist School.
Experience:
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Age 60
Principal Occupation: President and Chief Operating Officer of the Georgia Tech Foundation since
2013. Investment Funds Advisor from 2007 to 2013. Former President and Chief Executive Officer of Recall Corporation, a global information management company until 2007. Various positions with Brambles Industries, Ltd, parent company of
Recall Corporation from 1996 until 2007.
Directorships: Member of the Board of Trustees of Marist School and former director of SCANA
Corporation. SCANA Corporation was acquired by Dominion Energy in 2018.
Experience:
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Clarence H. Smith and Rawson Haverty, Jr. are first cousins and officers of Havertys.
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Age 45
Principal Occupation: Deputy Chief Financial Officer, Invesco Ltd. since March 2020. Former Chief
Financial Officer for SunTrust Banks, Inc., from March 2018 until December 2019. Head of Commercial Banking for SunTrust Banks, Inc. from 2017 until 2018. President, Chairman and CEO of the Atlanta
Division of SunTrust Banks, Inc. from 2015 until 2017. Executive Vice President and Private Wealth Management Line of Business Executive from 2013 until 2014. Chief Financial Officer of Consumer Banking and Private Wealth Management in 2012.
Balance Sheet Manager from 2010 until 2011 and Managing Director and Head of Syndicated Finance Originations at SunTrust Robinson Humphrey from 2008 until 2009.
Directorships: Member of the Executive Board of Junior Achievement of Georgia and a member of the
Board of Trustees of Children’s Healthcare of Atlanta, and the Atlanta History Center.
Experience:
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Age 65
Principal Occupation: Retired, Americas Vice Chair of Ernst & Young LLP (“EY”). Vice Chair of Assurance Services of EY in New York from 2009 to 2014.
Directorships: Equifax Inc., Publix Super Markets, Inc. and a director/trustee of the Federated Fund
Family. Member of the University of Alabama and Wake Forest University Business School Board of Visitors.
Experience:
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CORPORATE GOVERNANCE
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Name, Meetings and Members
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Principal Functions
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Audit Committee
Meetings: 4
Al Trujillo – Chair
John Glover
Tom Hough
Vicki Palmer
Each member has been designated as “an audit committee financial expert” as defined by the Securities and Exchange Commission (“SEC”) and meets the independence
requirements of the New York Stock Exchange (“NYSE”), SEC, and our Governance Guidelines as well as the enhanced standards for Audit Committee members in Section 10A-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
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• Discusses the integrity of the company’s accounting policies, internal controls,
financial reporting, practices and the financial statements with management, the independent auditors and internal audit.
• Reviews and discusses with management the company’s risk assessment framework and
management policies, including the framework with respect to significant financial risk exposures.
• Monitors the qualifications, independence and performance of the company’s internal
audit function and independent auditor and meets periodically with management, internal audit and the independent auditor in separate executive sessions.
• Other matters as the board deems appropriate.
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NCG Committee
Meetings: 2
Mylle Mangum – Chair
John Glover
Allison Dukes
Al Trujillo
Each member meets the independence requirements of the NYSE, SEC and our Governance Guidelines as well as the enhanced standards for Compensation Committee members in Rule
16b-3 promulgated under the Exchange Act.
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• Translates our compensation objectives into a compensation strategy that reinforces
alignment of the interests of our executives with that of our stockholders.
• Approves and evaluates the company’s director and executive officer compensation
plans, policies and programs.
• Conducts an annual review and evaluation of the CEO’s performance in light of the
company’s goals and objectives.
• Reviews and makes recommendations for composition and structure of the board and
policies relating to the recruitment of new board members and nomination and reelection of existing board members.
• Oversees the compliance structure and programs with annual reviews of Havertys’
corporate governance documents.
• Reviews and approves related person transactions in accordance with board practices.
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Executive Committee
Meetings: 0
Independent Members:
John Glover – Chair
Mylle Mangum
Al Trujillo
Management Member:
Clarence Smith
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• In accordance with our bylaws, acts with the power and authority of the board in the
management of our business and affairs in the interim between meetings of the board.
• Generally, holds meetings to approve specific terms of financings or other
transactions after these items have previously been presented to the board.
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CORPORATE GOVERNANCE
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Type of Fee
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Amounts
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Annual Board Retainer (1/3 cash - 2/3 stock)
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$ 81,000
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Additional Annual Retainer to Lead Director
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$ 12,000
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Additional Annual Retainer to Chair of Audit and NCG Committee
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$ 10,000
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Retainer Fees
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Name
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Fees Earned or
Paid in Cash ($)
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Fees Earned
or Paid in Stock ($)
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Total ($)
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Stock Grant
($)
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Total Compensation
($)
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Allison Dukes
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$
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27,000
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$
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54,000
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$
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81,000
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$
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20,000
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$
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101,000
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John Glover
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39,000
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54,000
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93,000
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20,000
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113,000
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Tom Hough(1)
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27,000
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54,000
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81,000
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15,285
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96,285
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Mylle Mangum
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37,000
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54,000
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91,000
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20,000
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111,000
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Vicki Palmer
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27,000
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54,000
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81,000
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20,000
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101,000
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Al Trujillo
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37,000
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54,000
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91,000
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20,000
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111,000
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(1)
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Mr. Hough was elected to the board in August 2018 and received a pro rata grant for his board service.
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CORPORATE GOVERNANCE
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✔ Allison Dukes
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✔ Mylle Mangum
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✔ John Glover
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✔ Vicki Palmer
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✔ Tom Hough
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✔ Al Trujillo
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CORPORATE GOVERNANCE
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CORPORATE RESPONSIBILITY
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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
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Delinquent Section 16(a) Reports
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Common Stock
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Class A Common Stock
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Shares
Beneficially
Owned (1)
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Percent
of Class(2)
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Shares
Beneficially
Owned
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Percent of
Class(3)
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Steven G. Burdette
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7,736
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*
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28,530
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1.86
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%
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J. Edward Clary
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71,867
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*
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—
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—
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L. Allison Dukes
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12,107
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*
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—
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—
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John L. Gill
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8,621
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*
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7,500
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*
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John T. Glover
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76,494
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*
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—
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—
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Richard B. Hare
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5,774
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*
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—
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—
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Rawson Haverty, Jr.
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10,086
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(4)
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*
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264,755
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(5)(6)
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17.29
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%
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G. Thomas Hough
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10,758
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*
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—
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—
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Mylle H. Mangum
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54,890
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*
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—
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—
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Vicki R. Palmer
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44,529
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*
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—
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—
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Clarence H. Smith
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74,105
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(7)(8)
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*
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717,483
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(9)(10)
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46.85
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%
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Al Trujillo
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55,190
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*
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—
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—
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Directors and Executive Officers as a group (16 persons)
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500,485
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2.87
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%
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1,018,268
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66.49
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%
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(1)
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This column also includes shares of common stock beneficially owned under our directors’ Deferred Plan for the following individuals: Ms. Dukes – 8,267; Mr. Glover –
12,642; Mr. Hough – 3,013; Ms. Mangum – 47,969; Mr. Smith – 4,481; and Mr. Trujillo – 35,380.
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(2)
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Based on 17,461,695 shares of our common stock outstanding on February 29, 2020.
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(3)
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Based on 1,531,505 shares of our Class A common stock outstanding on February 29, 2020.
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(4)
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This amount includes 2,000 shares of common stock held in trust for the benefit of Mr. Haverty’s children for which he is co‑trustee.
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(5)
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Mr. Haverty has direct ownership of 84,074 shares of Class A common stock. The beneficial ownership disclosed also includes 90,140 shares of Class A common stock held by a
partnership for which Mr. Haverty is the general manager and 17,024 shares of Class A common stock held in trust for the benefit of Mr. Haverty’s minor children for which he is co-trustee.
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(6)
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This amount also includes 73,517 shares of Class A common stock held by the Mary E. Haverty Foundation, a charitable organization, for which Mr. Haverty has sole voting
power through a revocable proxy granted to him by the Foundation. Mr. Haverty has no pecuniary interest in the shares of the Foundation and disclaims any beneficial ownership in the Foundation’s shares.
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(7)
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Mr. Smith has direct ownership of 17,701 shares of common stock. The beneficial ownership disclosed includes 29,689 shares of common stock held by Mr. Smith’s wife.
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(8)
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This amount includes 7,850 shares of common stock held by a Georgia limited partnership in which Mr. Smith is a partner. Mr. Smith disclaims beneficial ownership of these
shares except to the extent of his pecuniary interest in the partnership.
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(9)
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Mr. Smith has direct ownership of 112,036 shares of Class A common stock. The beneficial ownership disclosed includes 1,950 shares of Class A common stock held by Mr.
Smith’s wife.
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(10)
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The amount also includes shares held by a partnership. According to a Schedule 13D filed on January 3, 2018, Villa Clare Partners, L.P. holds shared voting and dispositive
power over 603,497 shares of Class A common stock. Mr. Smith is the manager of the Partnership’s general partner, West Wesley Associates, LLC. Mr. Smith disclaims beneficial ownership of these shares except to the extent of his partnership
interest.
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Common Stock
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Class A Common Stock
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Name and address of Beneficial Holder
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Shares
Beneficially
Owned
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Percent
of Class(1)
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Shares
Beneficially
Owned
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Percent
of Class(2)
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BlackRock, Inc.
55 East 52nd Street, New York, NY
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2,971,542
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(3)
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17.02
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%
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—
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—
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Dimensional Fund Advisors LP
6300 Bee Cave Road, Building One, Austin, TX
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1,589,260
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(4)
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9.10
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%
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—
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—
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Renaissance Technologies LLC
800 Third Avenue, New York, NY
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1,406,300
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(5)
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8.05
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%
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—
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—
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The Burton Partnership, LP
614 W. Bay Street, Tampa, FL
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1,228,255
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(6)
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7.03
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%
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—
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—
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The Vanguard Group
100 Vanguard Blvd., Malvern, PA
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1,148,164
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(7)
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6.58
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%
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—
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—
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LSV Asset Management,
155 N. Wacker Drive, Suite 4600, Chicago, IL
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1,038,716
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(8)
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5.95
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%
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—
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—
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Villa Clare Partners, L.P.
158 West Wesley Road, Atlanta, GA
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*
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*
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603,497
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(9)
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39.41
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%
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Rawson Haverty, Jr.
780 Johnson Ferry Road, NE, Atlanta, GA
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*
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*
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264,755
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(10)(11)
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17.29
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%
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Clarence H. Smith
780 Johnson Ferry Road, NE, Atlanta, GA
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*
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*
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113,986
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(12)
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7.44
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%
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(1)
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Based on 17,461,695 shares of our common stock outstanding on February 29, 2020.
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(2)
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Based on 1,531,505 shares of our Class A common stock outstanding on February 29, 2020.
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(3)
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According to a Schedule 13G filed on February 4, 2020, BlackRock, Inc. holds sole voting power over 2,918,213 shares and sole dispositive power over 2,971,542 shares of
common stock.
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(4)
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According to a Schedule 13G filed on February 12, 2020, Dimensional Fund Advisors LP (“Dimensional”) holds sole voting power over 1,540,277 shares and sole dispositive
power over 1,589,260 shares of common stock. Dimensional is an investment advisor registered under Section 203 of the Investment Advisors Act of 1940 and furnishes investment advice to four investment companies registered under the Investment
Company Act of 1940 and serves as investment manager or sub-advisor to certain other commingled funds, group trusts and separate accounts (the “Funds”). The shares reported above are owned by the Funds. Dimensional possesses investment and/or
voting power over the shares held by the Funds. Dimensional disclaims beneficial ownership of these securities.
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(5)
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According to a Schedule 13G filed on February 13, 2020, Renaissance Technologies LLC (“RTC”) holds sole voting power over 1,394,100 shares of common stock, and sole
dispositive power over 1,399,597 shares and shared dispositive power over 6,703 shares of common stock.
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(6)
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According to a Schedule 13G filed on June 1, 2016, The Burton Partnership, LP, The Burton Partnership (QP), LP and
Donald W. Burton, General Partner hold sole voting and dispositive power over 1,228,255 shares of common stock.
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(7)
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According to a Schedule 13G filed on February 12, 2020, The Vanguard Group holds sole voting power over 19,392 shares and shared voting power over 2,000 shares and sole
dispositive power over 1,131,071 shares and shared dispositive power over 17,093 shares of common stock.
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(8)
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According to a Schedule 13G filed on February 11, 2020, LSV Asset Management holds sole voting power over 582,600 shares and sole dispositive power over 1,038,716 shares
of common stock.
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(9)
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According to a Schedule 13D/A filed on January 3, 2018, Villa Clare Partners, L.P. holds shared voting and dispositive power over 603,497 shares of Class A common stock.
Clarence H. Smith is the manager of the Partnership’s general partner, West Wesley Associates, LLC. Mr. Smith disclaims beneficial ownership of these shares except to the extent of his partnership interest.
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(10)
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Mr. Haverty has direct ownership of 84,074 shares of Class A common stock. The beneficial ownership disclosed also includes 90,140 shares of Class A common stock held by
a partnership for which Mr. Haverty is the general manager and 17,024 shares of Class A common stock held in trust for the benefit of Mr. Haverty’s children for which he is co-trustee.
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(11)
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This amount also includes 73,517 shares of Class A common stock held by the Mary E. Haverty Foundation, a charitable organization, for which Mr. Haverty has sole voting
power through a revocable proxy granted to him by the Foundation. Mr. Haverty has no pecuniary interest in the shares of the Foundation and disclaims any beneficial ownership in the Foundation’s shares.
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(12)
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Mr. Smith has direct ownership of 112,036 shares of Class A common stock. The beneficial ownership disclosed includes 1,950 shares of Class A common stock held by Mr.
Smith’s wife.
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Introduction
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WHERE TO FIND IT:
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Role of the NCG Committee
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14
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Recap of 2019 NEO Compensation Program
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15
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Executive Compensation Framework
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16
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Executive Compensation Components
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17
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How We Make Compensation Decisions
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20
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✔
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Conducted an annual review of our compensation philosophy to ensure that it remains appropriate given strategic objectives;
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✔
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Reviewed results from an annual review of compensation data related to our peers;
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✔
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Reviewed and approved all compensation components for our chief executive officer, chief financial officer, and other NEOs;
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✔
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Performed an annual evaluation of the execution of our pay-for-performance philosophy, to ensure that the actual award decisions resulted in alignment of relative pay and relative
performance compared to the compensation peer group;
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✔
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Scheduled an executive session, without members of management, for the purpose of discussing decisions related to the chief executive officer’s performance, goal-setting, compensation
level and other items deemed important by the NCG Committee; and
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✔
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Reviewed succession planning with the CEO and in executive session of the board.
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COMPENSATION DISCUSSION AND ANALYSIS
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Base Salary
(Fixed Pay)
|
|
Key Features
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• Fixed annual cash amount.
• Base pay increases considered on a calendar year basis or at time of promotion to align with the median range of our peer group (as described on page
17 of this CD&A). Actual positioning varies to reflect each executive’s skills, experience and contribution to our success.
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Purpose
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• Provide a fixed amount of cash compensation to attract and retain talented executives.
• Differentiate scope and complexity of executives’ positions as well as individual performance over time.
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2019 Actions
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• Base salaries remained the same in 2019, except for Mr. Gill due to his promotion.
• Salaries for the NEOs were last increased in 2018 and in 2014 for the then NEOs.
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Cash Awards Under Management Incentive Plans
(Variable “At Risk” Compensation)
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Key Features
|
• Individual MIP opportunities are expressed as a percent of base salary and can vary for executives based on their positions. Target MIP award
opportunities are generally established so that total annual cash compensation (base salary plus target MIPs) approximates the median of our peer group.
• Performance-based cash incentive pay is comprised of two plans: MIP-I is tied to the company achieving certain pre-tax earnings levels during the year
(80% of total target cash incentive pay) and MIP-II is based on successfully meeting individual goals (20% of total target cash incentive pay).
• The range of potential payout for actual results relative to these goals is zero to 175 percent of target.
• MIP amounts are earned based on the results achieved as determined by the Committee after evaluating company and individual performance against
pre-established goals.
|
Purpose
|
• Motivate and reward achieving or exceeding company and individual performance objectives, reinforcing pay-for-performance.
• Align performance measures for NEOs on key business objectives to lead the organization to achieve short-term financial and operational goals.
• Ensure alignment of short-term and long-term strategies of the company.
|
2019 Actions
|
• Actual performance in 2019 resulted in total MIP-I earned at 44.5% of its target and MIP-II earned at 58.2% to 100.0% of its target for the NEOs.
|
Long-Term Equity Incentive Compensation
(Variable “At Risk” Compensation)
|
|
Key Features
|
• Awards granted annually based on competitive market grant levels.
• Awards to NEOs are in the form of performance restricted stock units (PRSU) based on EBITDA or Sales and in the form of time-based restricted stock units.
• Vesting: The PRSUs granted in 2019 that are earned will cliff vest in February 2022 and are forfeitable upon termination of employment, except in the
cases of death, disability or normal retirement. The restricted stock units vest in equal increments over a four-year period. These grants are forfeitable upon termination of employment, except in the cases of death or disability.
|
Purpose
|
• Stock-based compensation links executive compensation directly to stockholder interests.
• PRSUs provide a direct connection to company performance and executives’ goals.
• Multi-year vesting creates a retention mechanism and provides incentives for long-term creation of stockholder value.
|
2019 Actions
|
• 2019 awards to NEOs as a percentage of total target compensation were granted at the same levels as in 2018 and with the same mix of time-based
restricted stock units and performance-based awards tied to EBITDA and Sales.
• 2019 performance-based awards tied to EBITDA were earned at 46.4% of target and no shares were earned for awards tied to Sales.
|
✔
|
Pay-for-performance. A significant percentage of targeted annual compensation is delivered in the form of
variable compensation that is connected to actual performance. For 2019, variable compensation comprised approximately 65% of the targeted annual compensation for the chief executive officer and, on average, 55% of the targeted annual
compensation for the other named executive officers.
|
✔
|
Provide competitive target pay opportunities. We annually evaluate our target and actual compensation levels
and relative proportions of the types of compensation against our peer group. We use informed judgment in order to offer the compensation appropriate to motivate and attract highly talented individuals to enable our long-term growth.
|
✔
|
Align performance measures to a mix of key strategic and operating objectives. Performance measures for
incentive compensation are linked to both strategic and operating objectives designed to create long-term stockholder value and to hold executives accountable for their individual performance and the performance of the company.
|
✔
|
Link compensation to future stock performance. In 2019, all of the long-term incentive
awards delivered to our named executive officers were in the form of equity-based compensation. For 2019, long-term equity compensation comprised approximately 31% of the targeted annual compensation for the chief executive officer and
29% of the targeted annual compensation for the other named executive officers.
|
✔
|
Retain an outside compensation consultant. The NCG Committee retains an independent compensation consultant to review the company’s executive compensation program and practices.
|
✔
|
Establish maximum payout caps for annual cash incentive compensation and Performance
Restricted Stock Units (PRSUs).
|
✔
|
Maintain a “Clawback” Policy. The company may recover incentive compensation paid to an executive officer
that was calculated based upon any financial result or performance metric impacted by fraud or misconduct of the executive officer.
|
✔
|
Require meaningful stock ownership. Per our stock ownership guidelines, our chief executive officer is required to have qualified holdings equal to the lesser of a multiple of three times his
base salary or 85,000 shares. Our CEO’s qualified holdings were 156,711 shares at December 31, 2019. The other named executive officers are also subject to ownership guidelines. Their qualified holdings ranged from 13,544 to 79,661
shares at December 31, 2019. New officers have three years to meet required ownership guidelines.
|
X
|
No repricing or buyout of underwater stock options. Our equity plan does not permit the repricing or buyout of underwater stock options or stock appreciation rights without stockholder approval, except in connection with certain corporate transactions
involving the company
|
X
|
Prohibition
against margin loans, pledging, and hedging or similar transactions of company securities by senior executives and directors.
|
X
|
No
dividends or dividend equivalents are accrued or paid on unvested and/or unexercised awards.
|
X
|
No change-in-control tax gross ups. We do not provide change-in-control tax gross ups.
|
X
|
No significant perquisites. We do not provide our employees, including our NEOs, with significant perquisites.
|
COMPENSATION DISCUSSION AND ANALYSIS
|
COMPENSATION DISCUSSION AND ANALYSIS
|
Q-1
|
Q-2
|
Q-3
|
Q-4
|
Annual
|
||||||||||||||
$
|
7,700,000
|
$
|
8,600,000
|
$
|
12,300,000
|
$
|
12,400,000
|
$
|
41,000,000
|
COMPENSATION DISCUSSION AND ANALYSIS
|
COMPENSATION DISCUSSION AND ANALYSIS
|
PEER GROUP
|
|||||
American Woodmark Corporation
|
Ethan Allen Interiors Inc.
|
Knoll, Inc.
|
|||
At Home Group Inc.
|
Flexsteel Industries, Inc.
|
La-Z-Boy Incorporated
|
|||
Bassett Furniture Industries Inc.
|
Hibbett Sports, Inc.
|
Oxford Industries, Inc.
|
|||
Big 5 Sporting Goods Corporation
|
Hooker Furniture
|
Pier 1 Imports, Inc.
|
|||
Conn’s, Inc.
|
Kimball International, Inc.
|
Sleep Number Corporation
|
|||
Culp, Inc.
|
Kirkland’s Inc.
|
Vera Bradley, Inc.
|
COMPENSATION DISCUSSION AND ANALYSIS
|
Pension Benefits and Retirement Plans
|
Tax Deductibility of Compensation
|
|
The NCG Committee oversees Havertys’ compensation program on behalf of the board and operates under a written charter adopted by the board.
The NCG Committee, the members of which are listed below, is responsible for establishing and administering the executive compensation programs of
Havertys. The NCG Committee has reviewed and discussed the Compensation Discussion and Analysis with management and, based on such review and discussions, the NCG Committee recommended to the board that the Compensation Discussion and Analysis
be included in this proxy statement.
The Nominating, Compensation and Governance Committee
Mylle H. Mangum, Chair
Allison Dukes
John T. Glover
Al Trujillo
|
Name
|
Year
|
Salary
|
Non-Equity Incentive Plan Compensation
(1)
|
Stock
Awards
(2)
|
Change in Pension Value (3)
|
All Other Compensation
(4)
|
Total
|
|||||||||||||||||||||
Clarence H. Smith
|
2019
|
$
|
660,000
|
$
|
311,568
|
$
|
590,730
|
$
|
26,964
|
$
|
50,738
|
$
|
1,640,000
|
|||||||||||||||
President and CEO
|
2018
|
660,000
|
474,434
|
592,110
|
—
|
49,009
|
1,775,553
|
|||||||||||||||||||||
2017
|
650,000
|
495,820
|
479,600
|
12,992
|
48,880
|
1,687,292
|
||||||||||||||||||||||
Richard B. Hare
|
2019
|
380,000
|
$
|
119,081
|
270,921
|
—
|
24,449
|
794,451
|
||||||||||||||||||||
EVP and CFO
|
2018
|
380,000
|
193,162
|
259,335
|
—
|
118,788
|
951,285
|
|||||||||||||||||||||
2017
|
242,644
|
172,228
|
221,998
|
—
|
31,089
|
667,959
|
||||||||||||||||||||||
Steven G. Burdette
|
2019
|
380,000
|
118,711
|
270,921
|
63,542
|
31,385
|
864,559
|
|||||||||||||||||||||
EVP, Operations
|
2018
|
380,000
|
180,355
|
259,335
|
—
|
27,409
|
847,099
|
|||||||||||||||||||||
2017
|
370,000
|
153,802
|
228,900
|
38,281
|
27,953
|
818,936
|
||||||||||||||||||||||
J. Edward Clary
|
2019
|
365,000
|
121,680
|
234,255
|
90,142
|
33,737
|
844,814
|
|||||||||||||||||||||
EVP and CIO
|
2018
|
365,000
|
187,839
|
234,090
|
—
|
31,124
|
818,053
|
|||||||||||||||||||||
|
2017
|
355,000
|
156,796
|
218,000
|
57,930
|
27,141
|
814,867
|
|||||||||||||||||||||
John L. Gill(5)
|
2019
|
331,666
|
84,037
|
173,145
|
30,065
|
21,278
|
640,191
|
|||||||||||||||||||||
EVP, Merchandising
|
||||||||||||||||||||||||||||
Summary Compensation Table Footnotes
|
(1)
|
Non-Equity Incentive Plan Compensation: Amounts for the cash earned under the annual incentive plans. For a description of the plans see
“Compensation Discussion and Analysis.” The aggregate awards earned for 2019 were between 47.2% and 55.6% of each NEO’s combined MIP target levels. The table below includes the amount of the total award to each named executive officer and the
portion of the award attributable to each component.
|
Corporate Performance ($)
|
Individual Performance ($)
|
Total Annual
Incentive Award ($)
|
||||||||||
Smith
|
$
|
234,706
|
$
|
76,862
|
$
|
311,568
|
||||||
Hare
|
81,080
|
38,001
|
119,081
|
|||||||||
Burdette
|
81,080
|
37,631
|
118,711
|
|||||||||
Clary
|
77,880
|
43,800
|
121,680
|
|||||||||
Gill
|
57,787
|
26,250
|
84,037
|
EXECUTIVE COMPENSATION
|
(2)
|
Stock Awards: These amounts are the full value of the grants on January 31, 2019, the date the grants were made. The full grant date value is
calculated using the number of awards multiplied by $20.27, the closing price of our stock on the date of grant. Awards containing a performance-based vesting condition are included based on achieving target performance. The amounts reported
for these awards may not represent the amounts the individuals will actually realize, as the number of shares earned, if any, will depend on actual performance versus goals and the change in our stock price over time.
The table below sets forth the details of the components that make up the 2019 equity awards. The value of the performance shares shown as earned was calculated using the number of
shares earned under the EBITDA grant multiplied by the share price on the date of grant. No shares were earned under the sales award.
|
Components of Annual Stock Awards
|
Additional Information
|
|||||||||||||||||||||||||||
Value of
Time-based shares ($)
|
Value of Performance Shares - Target ($)
|
Total
|
Value of Performance Shares – at Maximum ($)
|
Value of Performance Shares – Earned ($)
|
||||||||||||||||||||||||
EBITDA
|
Sales
|
EBITDA
|
Sales
|
EBITDA
|
||||||||||||||||||||||||
Smith
|
$
|
59,073
|
$
|
372,160
|
$
|
159,497
|
$
|
590,730
|
$
|
651,280
|
$
|
191,397
|
$
|
172,682
|
||||||||||||||
Hare
|
81,276
|
132,751
|
56,894
|
270,921
|
232,315
|
68,272
|
61,597
|
|||||||||||||||||||||
Burdette
|
81,276
|
132,751
|
56,894
|
270,921
|
232,315
|
68,272
|
61,597
|
|||||||||||||||||||||
Clary
|
70,277
|
114,785
|
49,193
|
234,255
|
200,874
|
59,032
|
53,260
|
|||||||||||||||||||||
Gill
|
69,258
|
72,721
|
31,166
|
173,145
|
127,262
|
37,399
|
33,742
|
(3)
|
Change in Pension Value: Represents the aggregate change in the actuarial present value of accumulated benefits under the SERP for the
applicable year. These amounts were determined using interest rate and mortality rate assumptions consistent with those used in Note 12 Benefit Plans to our 2019 consolidated financial statements,
which are included in our Form 10-K for the year ended December 31, 2019.
|
401(k)
Plan Match(a)
|
Deferred Compensation Plan Contribution(b)
|
Other(c)
|
Total
|
|||||||||||||
Smith
|
$
|
11,200
|
$
|
25,634
|
$
|
13,905
|
$
|
50,738
|
||||||||
Hare
|
11,200
|
—
|
13,249
|
24,449
|
||||||||||||
Burdette
|
11,200
|
8,411
|
11,774
|
31,385
|
||||||||||||
Clary
|
11,200
|
8,186
|
14,351
|
33,737
|
EXECUTIVE COMPENSATION
|
Estimated Possible Payouts
Under Non-Equity
Incentive Plan Awards ($)(2)
|
Estimated Possible Payouts
Under Equity
Incentive Plan Awards (#)(3)(4)
|
|||||||||||||||||||||||||||||||||||||||||||
Name
|
Award Type(1)
|
Grant and NCG Committee Approval Date
|
Threshold
|
Target
|
Maximum
|
Threshold
|
Target
|
Maximum
|
All Other Stock
Awards:
Number of
Shares of
Stock
(#)
|
Exercise
or
Base Price of Awards
$/Share(5)
|
Grant Date
Fair
Value of
Stock
Award
$(6)
|
|||||||||||||||||||||||||||||||||
Smith
|
ACMIP-I
|
1/31/2019
|
$
|
16,896
|
$
|
528,000
|
$
|
924,000
|
—
|
—
|
—
|
—
|
—
|
—
|
||||||||||||||||||||||||||||||
|
ACMIP-II
|
1/31/2019
|
—
|
132,000
|
132,000
|
—
|
—
|
—
|
—
|
—
|
—
|
|||||||||||||||||||||||||||||||||
|
PRSU
|
1/31/2019
|
—
|
—
|
—
|
7,308
|
18,270
|
31,973
|
—
|
$
|
20.37
|
$
|
372,160
|
|||||||||||||||||||||||||||||||
|
PRSU.1
|
1/31/2019
|
—
|
—
|
—
|
3,132
|
7,830
|
9,396
|
—
|
20.37
|
159,497
|
|||||||||||||||||||||||||||||||||
|
RSU
|
1/31/2019
|
—
|
—
|
—
|
—
|
—
|
—
|
2,900
|
20.37
|
59,073
|
|||||||||||||||||||||||||||||||||
Hare
|
ACMIP-I
|
1/31/2019
|
5,837
|
182,400
|
319,200
|
—
|
—
|
—
|
—
|
—
|
—
|
|||||||||||||||||||||||||||||||||
|
ACMIP-II
|
1/31/2019
|
—
|
45,600
|
45,600
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
||||||||||||||||||||||||||||||||
|
PRSU
|
1/31/2019
|
—
|
—
|
—
|
2,607
|
6,517
|
11,405
|
—
|
2
|
20.37
|
132,751
|
||||||||||||||||||||||||||||||||
|
PRSU.1
|
1/31/2019
|
—
|
—
|
—
|
1,117
|
2,793
|
3,352
|
—
|
20.37
|
56,893
|
|||||||||||||||||||||||||||||||||
|
RSU
|
1/31/2019
|
—
|
—
|
—
|
—
|
—
|
—
|
3,990
|
20.37
|
81,276
|
|||||||||||||||||||||||||||||||||
Burdette
|
ACMIP-I
|
1/31/2019
|
5,837
|
182,400
|
319,200
|
—
|
—
|
—
|
—
|
—
|
—
|
|||||||||||||||||||||||||||||||||
|
ACMIP-II
|
1/31/2019
|
—
|
45,600
|
45,600
|
—
|
—
|
—
|
—
|
—
|
—
|
|||||||||||||||||||||||||||||||||
|
PRSU
|
1/31/2019
|
—
|
—
|
—
|
2,607
|
6,517
|
11,405
|
—
|
20.37
|
132,751
|
|||||||||||||||||||||||||||||||||
|
PRSU.1
|
1/31/2019
|
—
|
—
|
—
|
1,117
|
2,793
|
3,352
|
—
|
20.37
|
56,893
|
|||||||||||||||||||||||||||||||||
|
RSU
|
1/31/2019
|
—
|
—
|
—
|
—
|
—
|
—
|
3,990
|
20.37
|
81,276
|
|||||||||||||||||||||||||||||||||
Clary
|
ACMIP-I
|
1/31/2019
|
5,606
|
175,200
|
306,600
|
—
|
—
|
—
|
—
|
—
|
—
|
|||||||||||||||||||||||||||||||||
|
ACMIP-II
|
1/31/2019
|
—
|
43,800
|
43,800
|
—
|
—
|
—
|
—
|
—
|
—
|
|||||||||||||||||||||||||||||||||
|
PRSU
|
1/31/2019
|
—
|
—
|
—
|
2,254
|
5,635
|
9,861
|
—
|
20.37
|
114,785
|
|||||||||||||||||||||||||||||||||
|
PRSU.1
|
1/31/2019
|
—
|
—
|
—
|
966
|
2,415
|
2,898
|
—
|
20.37
|
49,194
|
|||||||||||||||||||||||||||||||||
|
RSU
|
1/31/2019
|
—
|
—
|
—
|
—
|
—
|
—
|
3,450
|
20.37
|
70,277
|
|||||||||||||||||||||||||||||||||
Gill
|
ACMIP-I
|
1/31/2019
|
4,160
|
130,000
|
227,500
|
—
|
—
|
—
|
—
|
—
|
—
|
|||||||||||||||||||||||||||||||||
|
ACMIP-II
|
1/31/2019
|
—
|
32,500
|
32,500
|
—
|
—
|
—
|
—
|
—
|
—
|
|||||||||||||||||||||||||||||||||
|
PRSU
|
1/31/2019
|
—
|
—
|
—
|
1,428
|
3,570
|
6,248
|
—
|
20.37
|
72,721
|
|||||||||||||||||||||||||||||||||
|
PRSU.1
|
1/31/2019
|
—
|
—
|
—
|
612
|
1,530
|
1,836
|
—
|
20.37
|
31,166
|
|||||||||||||||||||||||||||||||||
|
RSU
|
1/31/2019
|
—
|
—
|
—
|
—
|
—
|
—
|
3,400
|
20.37
|
69,258
|
(1)
|
Award Type:
|
ACMIP-I = Annual Cash Management Incentive Plan Compensation based on company performance
ACMIP-II = Annual Cash Management Incentive Plan Compensation based on individual performance
PRSU = Performance Restricted Stock Units contingent - EBITDA
PRSU.1 = Performance Restricted Stock Units contingent - Sales
RSU = Restricted Stock Unit
|
(2)
|
The 2019 Non-Equity Incentive Plans as discussed above provided for a target payout for 100% attainment of the goals and decreased to the payout threshold and
increased to the maximum payout noted above.
|
|
(3)
|
The PRSU grant is based on 2019 adjusted EBITDA as discussed above. The number of shares actually achieved were 46.4% of the target and are shown as outstanding awards
on page 26.
|
|
(4)
|
The PRSU.1 grant is based on a sales target for 2019. The 2019 target was not achieved, and no shares were earned.
|
|
(5)
|
The base price for the PRSUs and RSUs is the closing price of our stock on the date of grant.
|
|
(6)
|
The fair value for the PRSUs and RSUs was determined using the target number of shares granted multiplied by the closing stock price on the grant date.
|
EXECUTIVE COMPENSATION
|
Stock Awards
|
|||||||||||||||||||
Name
|
Date Awarded
|
Number of Shares of Stock That Have Not Vested(#)
|
Market Value of Shares of Stock that Have Not Vested ($)
|
Equity Incentive Plan Awards:
Number of Unearned Shares, Units, That Have Not Vested (#)
|
Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units, That Have Not Vested ($)
|
||||||||||||||
Smith
|
1/30/17(3)
|
14,384
|
289,981
|
||||||||||||||||
1/30/17(2)
|
—
|
—
|
1,650
|
33,264
|
|||||||||||||||
1/30/18(4)
|
14,352
|
289,336
|
|||||||||||||||||
1/30/18(1)
|
1,935
|
39,010
|
|||||||||||||||||
1/30/19(5)
|
8,477
|
170,896
|
|||||||||||||||||
1/30/19(6)
|
—
|
—
|
|||||||||||||||||
1/30/19(1)
|
2,900
|
58,464
|
|||||||||||||||||
Hare
|
5/04/17(1)
|
2,198
|
44,312
|
||||||||||||||||
5/04/17(3)
|
4,106
|
82,777
|
|||||||||||||||||
1/30/18(4)
|
4,889
|
98,562
|
|||||||||||||||||
1/30/18(1)
|
2,542
|
51,247
|
|||||||||||||||||
1/31/19(5)
|
3,024
|
60,964
|
|||||||||||||||||
1/31/19(6)
|
—
|
—
|
|||||||||||||||||
1/31/19(1)
|
3,990
|
80,438
|
|||||||||||||||||
Burdette
|
1/26/16(1)
|
1,329
|
26,793
|
||||||||||||||||
1/30/17(1)
|
2,625
|
52,920
|
|||||||||||||||||
1/30/17(3)
|
4,903
|
98,844
|
|||||||||||||||||
1/30/18(4)
|
4,889
|
98,562
|
|||||||||||||||||
1/30/18(1)
|
2,542
|
51,247
|
|||||||||||||||||
1/31/19(5)
|
3,024
|
60,964
|
|||||||||||||||||
1/31/19(6)
|
—
|
—
|
|||||||||||||||||
1/31/19(1)
|
3,990
|
80,438
|
|||||||||||||||||
Clary
|
1/26/16(1)
|
1,275
|
25,704
|
||||||||||||||||
1/30/17(1)
|
2,500
|
50,400
|
|||||||||||||||||
1/30/17(3)
|
4,670
|
94,147
|
|||||||||||||||||
1/30/18(4)
|
4,413
|
88,966
|
|||||||||||||||||
1/30/18(1)
|
2,295
|
46,267
|
|||||||||||||||||
1/31/19(5)
|
2,615
|
52,718
|
|||||||||||||||||
1/31/19(6)
|
—
|
—
|
|||||||||||||||||
1/31/19(1)
|
3,450
|
69,552
|
|||||||||||||||||
Gill
|
1/26/16(1)
|
520
|
10,483
|
||||||||||||||||
1/30/17(1)
|
1,000
|
20,160
|
|||||||||||||||||
1/30/17(3)
|
1,868
|
37,659
|
|||||||||||||||||
1/30/18(4)
|
1,854
|
37,377
|
|||||||||||||||||
1/30/18(1)
|
1,500
|
30,240
|
|||||||||||||||||
1/31/19(5)
|
1,656
|
33,385
|
|||||||||||||||||
1/31/19(6)
|
—
|
—
|
|||||||||||||||||
1/31/19(1)
|
3,400
|
68,544
|
EXECUTIVE COMPENSATION
|
Award Information
|
Vesting Rate
|
Vesting Dates
|
Conditions
|
|
(1)
|
Restricted Stock Units
|
25% per year
|
May 8 each year beginning year following grant date
|
Continued employment through vesting date.
|
(2)
|
Performance Restricted Stock Units
|
25% per year
|
May 8 each year beginning year following grant date
|
Contingent upon achieving certain level of
annual net sales in each of four years.
|
(3)
|
Performance Restricted Stock Units
|
100%
|
Based on 2017 EBITDA shares achieved at 93.4% of target.
|
|
(4)
|
Performance Restricted Stock Units
|
100%
|
Based on 2018 EBITDA, shares achieved at 88.3% of target.
|
|
(5)
|
Performance Restricted Stock Units
|
100%
|
Based on 2019 EBITDA, shares achieved at
46.4% of target.
|
|
(6)
|
Performance Restricted Stock Units
|
100%
|
Based on 2019 comparable store sales, no shares were earned.
|
|
Option and SSARs Awards
|
Stock Awards
|
||||||||||||||
Name
|
Number of Shares Acquired on Exercise (#)(1)
|
Value Realized on Exercise ($)(2)
|
Number of Shares
Acquired
on Vesting (#)(1)
|
Value
Realized on
Vesting ($)(2)
|
||||||||||||
Clarence Smith
|
22,000
|
$
|
49,500
|
18,176
|
$
|
430,779
|
||||||||||
Richard Hare
|
—
|
—
|
1,947
|
36,136
|
||||||||||||
Steve Burdette
|
—
|
—
|
10,260
|
222,993
|
||||||||||||
Ed Clary
|
12,500
|
$
|
28,125
|
9,755
|
212,297
|
|||||||||||
John Gill
|
—
|
—
|
4,718
|
100,314
|
Name
|
SSARs Awards (#)
|
Stock Awards (#)
|
||||||
Smith
|
1,326
|
9,932
|
||||||
Hare
|
—
|
1,068
|
||||||
Burdette
|
—
|
5,809
|
||||||
Clary
|
784
|
5,524
|
||||||
Gill
|
—
|
2,686
|
EXECUTIVE COMPENSATION
|
Name
|
Aggregate
Earnings (Loss)
in 2019 ($)
|
Aggregate
Balance at Last
FYE ($)
|
||||||
Clarence Smith
|
$
|
214,534
|
$
|
1,124,293
|
||||
Ed Clary
|
92,523
|
453,273
|
Name
|
Executive Contributions in 2019 ($)(1)
|
Company Contributions
for 2019 ($)(2)
|
Aggregate Earnings (Loss) in 2019 ($)(3)
|
Aggregate
Withdrawals/
Distributions
in 2019 ($)
|
Aggregate Balance at Last FYE ($)(4)
|
|||||||||||||||
Clarence Smith
|
$
|
266,892
|
$
|
25,634
|
$
|
504,912
|
$
|
—
|
$
|
3,023,351
|
||||||||||
Richard Hare
|
179,470
|
—
|
21,093
|
—
|
200,563
|
|||||||||||||||
Steve Burdette
|
55,245
|
8,411
|
30,550
|
62,073
|
150,635
|
|||||||||||||||
Ed Clary
|
52,169
|
8,186
|
88,131
|
—
|
403,279
|
(1) Amounts included in this column have been included in the “Salary” and “Non-Equity
Incentive Plan Compensation” columns in the Summary Compensation Table on page 23.
|
(2) Amounts included in this column have been reported in the "All Other Compensation" column of
the Summary Compensation Table on page 23.
|
(3) Amounts included in this column do not constitute above-market or preferential earnings and
accordingly such amounts are not reported in the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” column of the Summary Compensation Table on page 23.
|
(4) All amounts included in this column have been reported in the current or prior years as
either salary, non-equity incentive compensation or all other compensation in the summary compensation tables or as earnings or withdrawals in the deferred compensation tables.
|
EXECUTIVE COMPENSATION
|
Name
|
Plan Name
|
Number of Years
Credited
Service (#)
|
Present Value
of Accumulated
Benefit ($)
|
Payments during last fiscal year ($)
|
||||||||||
Clarence Smith
|
SERP
|
40
|
481,343
|
—
|
||||||||||
Steve Burdette
|
SERP
|
32
|
312,419
|
—
|
||||||||||
Ed Clary
|
SERP
|
25
|
484,048
|
—
|
||||||||||
John Gill
|
SERP
|
15
|
139,300
|
—
|
EXECUTIVE COMPENSATION
|
•
|
Severance payments – calculated as equal to two times the sum of: (1) the higher of the individual’s annual base salary or the average annual base salary for the three
years immediately prior to the event upon which the notice of termination is based and (2) the higher of the amount paid as annual non-equity incentive compensation or the average amount paid in the three years preceding that in which the
date of termination occurs.
|
•
|
Final year bonus – a pro-rata amount for the annual incentive plan performance period in which the date of termination occurs, the calculation and payment of which
depend on when the date of termination occurs.
|
•
|
Reimbursement for medical and life insurance premiums – payments for a period of 24 months after the date of termination.
|
•
|
Acceleration of vesting on then-outstanding stock options and restricted stock awards; then-outstanding performance shares would be governed by the plan under which
they were awarded. See “Accelerated Vesting of Long-Term Incentives” below for additional details on the outstanding awards.
|
EXECUTIVE COMPENSATION
|
2019 Potential Payments Upon Termination or Change in Control
|
Name
|
Voluntary
|
Involuntary
Not for Cause
|
For
Cause
|
Change in Control
No
Termination
|
Involuntary
for Good Reason/Not for Cause (CIC)
|
Death
|
Disability
|
|||||||||||||||||||||
Clarence Smith
|
||||||||||||||||||||||||||||
Severance
|
—
|
—
|
—
|
—
|
2,174,548
|
—
|
—
|
|||||||||||||||||||||
Healthcare and Other
|
—
|
—
|
—
|
—
|
13,000
|
—
|
—
|
|||||||||||||||||||||
Long-Term Incentive
|
—
|
(2)
|
—
|
—
|
880,952
|
880,952
|
880,952
|
(3)
|
880,952
|
(3)
|
||||||||||||||||||
Retirement Plans(1)
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
|||||||||||||||||||||
Richard Hare
|
||||||||||||||||||||||||||||
Severance
|
—
|
—
|
—
|
—
|
1,082,981
|
—
|
—
|
|||||||||||||||||||||
Healthcare and Other
|
—
|
—
|
—
|
—
|
13,000
|
—
|
—
|
|||||||||||||||||||||
Long-Term Incentive
|
—
|
—
|
—
|
418,300
|
418,300
|
418,300
|
(3)
|
418,300
|
(3)
|
|||||||||||||||||||
Retirement Plans(1)
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
|||||||||||||||||||||
Steve Burdette
|
||||||||||||||||||||||||||||
Severance
|
—
|
—
|
—
|
—
|
1,061,912
|
—
|
—
|
|||||||||||||||||||||
Healthcare and Other
|
—
|
—
|
—
|
—
|
5,000
|
—
|
—
|
|||||||||||||||||||||
Long-Term Incentive
|
—
|
—
|
—
|
469,768
|
469,768
|
469,768
|
(3)
|
469,768
|
(3)
|
|||||||||||||||||||
Retirement Plans(1)
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
|||||||||||||||||||||
Ed Clary
|
||||||||||||||||||||||||||||
Severance
|
—
|
—
|
—
|
—
|
1,040,877
|
—
|
—
|
|||||||||||||||||||||
Healthcare and Other
|
—
|
—
|
—
|
—
|
11,000
|
—
|
—
|
|||||||||||||||||||||
Long-Term Incentive
|
—
|
—
|
—
|
427,755
|
427,755
|
427,755
|
(3)
|
427,755
|
(3)
|
|||||||||||||||||||
Retirement Plans(1)
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
|||||||||||||||||||||
John Gill
|
||||||||||||||||||||||||||||
Severance
|
—
|
—
|
—
|
—
|
937,155
|
—
|
—
|
|||||||||||||||||||||
Healthcare and Other
|
—
|
—
|
—
|
—
|
9,000
|
—
|
—
|
|||||||||||||||||||||
Long-Term Incentive
|
—
|
—
|
—
|
237,848
|
237,848
|
237,848
|
237,848
|
|||||||||||||||||||||
Retirement Plans(1)
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
EXECUTIVE COMPENSATION
|
Position
|
Guidelines
|
||
Chief Executive Officer
|
3.0x salary or 85,000 shares
|
||
Executive Vice President
|
2.0x salary or 40,000 shares
|
Plan Category
|
Number of Securities
To be issued upon
exercise of outstanding
equity awards
(a)
|
Weighted-average
exercise price of
outstanding options and stock-settled stock appreciation rights (SSARs)
(b)
|
Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in
Column (a))
(c)
|
|||||||||
Equity compensation plans
approved by stockholders:
|
||||||||||||
Long-Term Incentive Plans(1)
|
378,978
|
(2)
|
$
|
21.32
|
632,771
|
(3)
|
||||||
Director Compensation Plan
|
111,752
|
(4)
|
—
|
145,452
|
(5)
|
|||||||
Equity compensation plans not
approved by stockholders
|
—
|
—
|
—
|
|||||||||
Total
|
490,730
|
$
|
21.32
|
778,223
|
(3)
|
Any shares which are forfeited, expired or cancelled are made available for use under the 2014 Long-Term Incentive Plan.
|
(4)
|
Shares deferred under the Directors’ Deferred Compensation Plan. Shares are issued from those held in the company’s treasury.
|
(5)
|
Shares remaining under the Directors Compensation Plan. Shares are issued from those held in the company’s treasury.
|
We are responsible for providing independent, objective oversight of Havertys’ accounting functions and internal controls and operate pursuant
to a written charter approved by Havertys’ board. We are comprised entirely of five independent directors who meet independence, experience and other qualification requirements of the NYSE listing standards and the SEC. Havertys’ board has
determined that each member of the Audit Committee is a “financial expert,” as defined by SEC rules.
Management is responsible for Havertys’ financial reporting process, including Havertys’ system of internal control, and for the preparation of
consolidated financial statements in accordance with accounting principles generally accepted in the United States. Havertys’ independent registered public accounting firm, or “independent accountants,” is responsible for auditing its
consolidated financial statements and providing an opinion as to their conformity with accounting principles generally accepted in the United States as well as attesting and reporting on the effectiveness of its internal controls over financial
reporting. Our responsibility is to monitor and review these processes. It is not our duty or responsibility to conduct auditing or accounting reviews or procedures. Consequently, in carrying out our oversight responsibilities, we shall not be
charged with, and are not providing, any expert or special assurance as to Havertys’ financial statements, or any professional certification as to the independent accountants’ work. In addition, we have relied on management’s representation
that the financial statements have been prepared with integrity and objectively in conformity with accounting principles generally accepted in the United States and on the representations of independent accountants included in their report on
Havertys’ financial statements.
We schedule our meetings to ensure we have enough time to devote attention to all our tasks and during 2019 met four times. During 2019, and
subsequent to the end of the year, we:
• met with management and the independent accountants, Grant Thornton LLP (“Grant Thornton”) to review and discuss Havertys’ critical accounting policies and significant estimates;
• met regularly with both Grant Thornton and the vice president internal audit outside the presence of management;
• met with the vice president internal audit to review, among other things, the audit plan, test work, findings and recommendations, and staffing;
• met with management and Grant Thornton to review the audited financial statements for the year ended December 31, 2019, and internal controls over financial reporting as of December 31,
2019;
• reviewed with senior management significant risks and the processes by which risk is identified, assessed, and mitigated;
• selected for the stockholders’ ratification, Grant Thornton as the independent registered public accounting firm for 2020;
• reviewed and reassessed the adequacy of the Audit Committee charter and recommended no changes; and
• completed all other responsibilities under the Audit Committee charter which is available on the company’s website, havertys.com.
|
AUDIT COMMITTEE REPORT (continued)
|
We have discussed with Grant Thornton the matters required by AS 1301 (Communications with Audit Committees), as adopted by the Public Company
Accounting Oversight Board and SEC Rule 2‑07 of Regulation S-X, which includes a review of critical accounting practices. In addition, we have received written disclosures and the letter from the independent accountants required by PCAOB Ethics
and Independence Rule 3526, Communication with Audit Committees Concerning Independence, and discussed with the independent accountants their firm’s independence.
Based upon our discussion with management and Grant Thornton, and our review of the representations of management and Grant Thornton, we
recommended to the board that the audited consolidated financial statements be included in Havertys’ annual report on Form 10-K for the year ended December 31, 2019.
The Audit Committee
Al Trujillo, Chair
John T. Glover
G. Thomas Hough
Vicki R. Palmer
This report shall not be deemed to be “soliciting material” or to be “filed” with the SEC nor shall this report be incorporated by reference by
any general statement incorporating by reference this proxy statement into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, and shall not otherwise be deemed filed under such acts.
|
AUDIT MATTERS
|
|
||||||||
2018
|
||||||||
Audit Fees
|
$
|
609,820
|
$
|
541,417
|
||||
Audit-related Fees
|
—
|
—
|
||||||
Tax Fees
|
—
|
—
|
||||||
All Other Fees
|
—
|
7,086
|
||||||
Total
|
$
|
609,820
|
$
|
548,503
|
What am I voting on?
|
|
Voting recommendation:
|
INFORMATION ABOUT OUR ANNUAL MEETING
|
Proposals
|
Board Voting Recommendation
|
Votes Required
For Approval
|
Abstentions
|
Uninstructed shares
|
Election of Directors –
Class A Common Stockholders
Common Stockholders
|
FOR
FOR
|
Plurality – the most affirmative votes
|
No effect
|
No effect
|
Ratification of the appointment of Grant Thornton LLP as our independent registered public accounting firm for 2020
|
FOR
|
Combined majority of votes cast in person or by proxy
|
Counts as a vote against
|
Discretionary voting by broker permitted
|
Stockholders Sharing the Same Address
|
Reconciliation of as Reported Pre-Tax Earnings to Adjusted Pre-Tax Earnings (unaudited)
|
(in thousands)
|
Year Ended
|
|||
Income before income taxes, as reported(1)
|
$
|
28,724
|
||
Adjustments:
|
||||
Adoption of lease accounting standard(1)
|
(2,168
|
)
|
||
Impairment of charge on retail store(1)
|
2,415
|
|||
Impact of tariffs(2)
|
4,900
|
|||
Pre-tax earnings, as adjusted
|
$
|
33,871
|
(1)
|
These amounts are included in our Form 10-K for the year ended December 31, 2019.
|
(2)
|
These changes represent only those amounts included in determination of adjusted pre-tax earnings used by the Compensation Committee in approving the MIP-I cash incentive
and does not represent the full estimated impact of the increased tariffs.
|
Reconciliation of EBITDA to Adjusted EBITDA (unaudited)
|
(in thousands)
|
Year Ended
|
|||
Income before income taxes, as reported(1)
|
$
|
28,724
|
||
Interest (income), net(1)
|
(1,287
|
)
|
||
Depreciation(1)
|
20,596
|
|||
EBITDA
|
48,033
|
|||
Adjustments:
|
||||
Impact on target EBITDA due to change in lease accounting(2)
|
8,275
|
|||
Impairment charge on retail store(1)
|
2,415
|
|||
Adjusted EBITDA(3)
|
$
|
58,723
|
(1)
|
These amounts are included in our Form 10-K for the year ended December 31, 2019.
|
(2)
|
The financial information used to develop the target EBITDA, used the accounting standards in place prior to the adoption of the standards as of January 1, 2019.
Accordingly, the target EBITDA had higher depreciation and interest expense than would have been calculated under the new accounting standard. This amount represents those differences, in addition to the estimated change in pre-tax income.
|
(3)
|
The Compensation Committee assessed the Adjusted EBITDA results and used its negative discretion to forego any adjustment for the impact of tariffs in determining the
equity incentive to be earned.
|
Meeting Information
|
||
Haverty Furniture Companies, Inc.
|
Meeting Type: Annual
|
|
For holders as of: March 13, 2020
|
||
Location:
Marriott SpringHill
120 East Redwood Street
|
||
Haverty Furniture Companies, Inc.
780 Johnson Ferry Road
Suite 800
|
You are receiving this communication because you hold share sin the company named above.
This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on
the Internet. You may view the proxy materials online at www.proxyvote.com or easily request a paper copy (see reverse side).
We encourage you to access and review all of the important information contained in the proxy materials before voting.
|
|
See the reverse side of this notice to obtain proxy materials and voting instructions.
|
Proxy Materials Available to VIEW or RECEIVE:
How to View Online:
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How to Request and Receive a PAPER or EMAIL Copy:
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*If requesting materials by email, please send a blank email with the information that is printed in the box marked by the arrow à [xxxxxxxxx] (located on the following page) in the subject line.
Requests, instructions and other inquiries sent to this email address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before May
3, 2020 to facilitate timely delivery.
|
Vote In Person: Many stockholder meetings have attendance requirements including, but not limited to, the possession of
an attendance ticket issued by the entity holding the meeting. Please check the meeting materials for any special requirements for meeting attendance. At the meeting, you will need to request a ballot to vote these shares.
Vote By Internet: To vote now by Internet, go to www.proxyvote.com. Have the
information that is printed in the box marked by the arrow à [xxxxxxxxx] available and follow the instructions.
Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card.
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Voting Items
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The Board of Directors recommends a vote FOR its nominees.
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Election of Directors
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1. Election of Directors: Holders of Class A Common Stock
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Nominees:
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01) John T. Glover 04) Vicki R. Palmer
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02) Rawson Havertys, Jr. 05) Clarence H. Smith
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03) Mylle H. Mangum 06) Al Trujillo
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The Board of Directors recommends a vote FOR the following proposal.
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2. Ratification of the Appointment of Grant Thornton LLP as Independent Auditor for 2020.
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Voting Items
|
The Board of Directors recommends a vote FOR its nominees.
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Election of Directors
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1. Election of Directors: Holders of Common Stock
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The Board of Directors recommends a vote FOR the following proposal.
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2. Ratification of the Appointment of Grant Thornton LLP as Independent Auditor for 2020.
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P
R
O
X
Y
|
HAVERTY FURNITURE COMPANIES, INC.
COMMON STOCK
Proxy Solicited on Behalf of the Board of Directors for
Annual Meeting of Stockholders to be held May 15, 2020
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||||
By signing this proxy you appoint Richard B. Hare, Jenny H. Parker and Belinda J. Clements, or any of them, proxies with full power of substitution to represent
and vote all the shares you are entitled to vote as directed on the reverse side of this card on the specified proposal and, in their discretion, on any other business which may properly come before the Annual Meeting and all postponements
and adjournments. The Annual Meeting will be held on May 15, 2020, at the Marriott SpringHill, 120 East Redwood Street, Baltimore, Maryland, at 10:00 A.M.
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|||||
Please be sure to vote all classes of stock that you own.
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|||||
You are encouraged to specify your choices by marking the appropriate boxes (SEE REVERSE SIDE), but you need not mark any boxes if you wish to
vote in accordance with the Board of Directors' recommendations. The named proxies cannot vote unless you sign and return this card or follow the applicable Internet or telephone voting procedures.
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|||||
Address Changes/ Comments:
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|||||
(if you noted any Address Changes/comments above, please mark corresponding box on other side.)
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|||||
SEE REVERSE SIDE
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|||||
HAVERTYS COMMON STOCK
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VOTE BY INTERNET - www.proxyvote.com
Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time the day before the cut-off date or meeting date.
Have your proxy card in hand when you access the website and follow the instructions to obtain your records and to create an electronic voting instruction form.
|
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ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS
If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports
electronically via email or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and when prompted, indicate that you agree to receive or access proxy materials electronically in
future years.
|
|
VOTE BY PHONE - 1-800-690-6903
Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when
you call and then follow the instructions.
|
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VOTE BY MAIL
Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing c/o. Broadridge, 51 Mercedes Way, Edgewood, NY 11717.
|
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PLEASE BE SURE TO VOTE ALL CLASSES OF STOCK THAT YOU OWN.
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HAVERTY FURNITURE COMPANIES, INC. COMMON STOCK
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||||||||
The Board of Directors recommends a vote FOR its nominees.
|
||||||||
Election of Directors
|
For All
◻
|
Withhold
All
◻
|
For All
Except
◻
|
To withhold authority to vote for any individual nominee(s), mark “For All Except” and write the number(s) of the nominee(s) on the line below.
|
||||
The Board of Directors recommends a vote FOR its nominees.
|
||||||||
1. Election of Directors: Holders of Common Stock
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||||||||
01) L. Allison Dukes
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02) G. Thomas Hough
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|||||||
The Board of Directors recommends a vote FOR the following proposal.
|
||||||||
2. Ratification of the Appointment of Grant Thornton
LLP as Independent Auditor for 2020.
|
||||||||
Please date and sign exactly as name(s) appear(s) hereon. When signing as an attorney, administrator, trustee or guardian, please give full title as such. If a
corporation, please sign in full corporate name by President or other authorized person. If a partnership, please sign in partnership name by authorized person. For joint accounts, each joint owner should sign.
|
||||||||
For address changes and/or comments, please check this box and write them on the back where indicated. [ ]
|
||||||||
|
P
R
O
X
Y
|
HAVERTY FURNITURE COMPANIES, INC.
CLASS A COMMON STOCK
Proxy Solicited on Behalf of the Board of Directors for
Annual Meeting of Stockholders to be held May 15, 2020
|
||||
By signing this proxy you appoint Richard B. Hare, Jenny H. Parker and Belinda J. Clements, or any of them, proxies with full power of substitution to represent
and vote all the shares you are entitled to vote as directed on the reverse side of this card on the specified proposal and, in their discretion, on any other business which may properly come before the Annual Meeting and all postponements
and adjournments. The Annual Meeting will be held on May 15, 2020, at the Marriott SpringHill, 120 East Redwood Street, Baltimore, Maryland, at 10:00 A.M.
|
|||||
Please be sure to vote all classes of stock that you own.
|
|||||
You are encouraged to specify your choices by marking the appropriate boxes (SEE REVERSE SIDE), but you need not mark any boxes if you wish to
vote in accordance with the Board of Directors' recommendations. The named proxies cannot vote unless you sign and return this card or follow the applicable Internet or telephone voting procedures.
|
|||||
Address Changes/ Comments:
|
|||||
(if you noted any Address Changes/comments above, please mark corresponding box on other side.)
|
|||||
SEE REVERSE SIDE
|
|||||
HAVERTYS CLASS A COMMON STOCK
|
|
VOTE BY INTERNET - www.proxyvote.com
Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time the day before the cut-off date or meeting date.
Have your proxy card in hand when you access the website and follow the instructions to obtain your records and to create an electronic voting instruction form.
|
|
ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS
If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports
electronically via email or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and when prompted, indicate that you agree to receive or access proxy materials electronically in
future years.
|
|
VOTE BY PHONE - 1-800-690-6903
Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when
you call and then follow the instructions.
|
|
VOTE BY MAIL
Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing c/o. Broadridge, 51 Mercedes Way, Edgewood, NY 11717.
|
|
PLEASE BE SURE TO VOTE ALL CLASSES OF STOCK THAT YOU OWN.
|
HAVERTY FURNITURE COMPANIES, INC. CLASS A COMMON STOCK
|
||||||||
The Board of Directors recommends a vote FOR its nominees.
|
||||||||
Election of Directors
|
For All
◻
|
Withhold
All
◻
|
For All
Except
◻
|
To withhold authority to vote for any individual nominee(s), mark “For All Except” and write the number(s) of the nominee(s) on the line below.
|
||||
The Board of Directors recommends a vote FOR its nominees.
|
||||||||
1. Election of Directors: holders of Class A Common Stock
|
||||||||
01) John T. Glover
|
04) Vicki R. Palmer
|
|||||||
02) Rawson Haverty, Jr.
|
05) Clarence H. Smith
|
|||||||
03) Mylle H. Mangum
|
06) Al Trujillo
|
|||||||
The Board of Directors recommends a vote FOR the following proposal.
|
||||||||
2. Ratification of the Appointment of Grant Thornton
LLP as Independent Auditor for 2020.
|
||||||||
Please date and sign exactly as name(s) appear(s) hereon. When signing as an attorney, administrator, trustee or guardian, please give full title as such. If a
corporation, please sign in full corporate name by President or other authorized person. If a partnership, please sign in partnership name by authorized person. For joint accounts, each joint owner should sign.
|
||||||||
For address changes and/or comments, please check this box and write them on the back where indicated. [ ]
|
||||||||
This ‘DEF 14A’ Filing | Date | Other Filings | ||
---|---|---|---|---|
2/28/22 | ||||
2/28/21 | ||||
1/31/21 | ||||
1/1/21 | ||||
12/31/20 | ||||
12/2/20 | ||||
5/21/20 | ||||
5/15/20 | ||||
5/14/20 | ||||
5/3/20 | ||||
Filed on / Effective on / For Period end: | 4/1/20 | |||
3/13/20 | ||||
2/29/20 | ||||
2/28/20 | 4 | |||
2/13/20 | SC 13G/A | |||
2/12/20 | SC 13G/A | |||
2/11/20 | SC 13G | |||
2/4/20 | SC 13G/A | |||
12/31/19 | 10-K | |||
12/30/19 | ||||
3/4/19 | 10-K, 4 | |||
1/31/19 | 4, 4/A | |||
1/1/19 | ||||
12/31/18 | 10-K, SD | |||
1/3/18 | SC 13D/A | |||
1/1/18 | ||||
12/31/17 | 10-K, SD | |||
6/1/16 | SC 13G | |||
12/31/15 | 10-K | |||
List all Filings |