Item 5.02  Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
On January 27, 2020, the Board of Directors (the "Board") of Cavco Industries,
Inc., a Delaware corporation (the "Company"), announced that it appointed Mr.
Steven W. Moster ("Mr. Moster") as an independent director of the Company's
Board to fill the vacancy created by the retirement of Jack Hanna from the Board
in July 2019. Mr. Moster will serve as a director until the Company's annual
stockholders' meeting in 2021, and until his successor is elected and qualified.
The Board affirmatively determined that Mr. Moster qualifies as an independent
director. Mr. Moster was appointed to serve as Chairman of the Company's
Compensation Committee replacing Richard A. Kerley, who stepped down from the
Compensation Committee.
Mr. Moster, age 50, is the Chief Executive Officer and Executive Director of
Viad Corp (NYSE: VVI). Mr. Moster has served in this role at Viad since 2014. He
served in other roles at Viad since 2004, first as Chief Sales & Marketing
Officer of Global Experience Specialists (GES) (a division of Viad) from
2004-2014, and then as President of GES from 2011 - 2014.
Prior to his work at Viad, Mr. Moster was an Engagement Manager for McKinsey &
Co., a top-tier management consulting firm, in Atlanta, and a Research Scientist
with Kimberley Clark Corporation, a Fortune 500 company, also in Atlanta. He
received his Bachelor of Engineering from Vanderbilt University and earned his
Masters of Business Administration from the Tuck School of Business at Dartmouth
College.
There are no arrangements or understandings between Mr. Moster and any other
person pursuant to which Mr. Moster was elected as one of the Company's
directors. We are not aware of any transaction requiring disclosure under Item
404(a) of Regulation S-K promulgated by the Securities and Exchange Commission.
Mr. Moster will be compensated for his service on our Board as follows: (i) a
one-time grant of 250 Restricted Stock Units ("RSUs") of the Company,
representing the right to receive 250 shares of common stock, par value $0.01
per share, of the Company ("Common Stock"); (ii) annual equity compensation in
the form of a grant of RSUs having a value of $100,000 on the grant date (the
grant date being the day of the annual meeting of stockholders), rounded to the
nearest 50 units; (iii) a $65,000 annual Board retainer fee, payable quarterly;
and (iv) an annual fee of $7,500, payable quarterly, for his membership on the
Compensation Committee. Further, Mr. Moster will be reimbursed for reasonable
expenses for attending Board and committee meetings.
Effective January 27, 2020, Mr. Moster entered into a Restricted Stock Unit
Agreement (the "RSU Award Agreement"), whereby Mr. Moster was granted 250 RSUs
of the Company, which will vest on the date of the Company's annual meeting of
stockholders in 2020, provided that vesting will accelerate upon his death,
disability or a change in control of the Company.
Effective January 27, 2020, Mr. Moster entered into the Company's standard form
of indemnification agreement for the Company's directors and certain of its
officers (the "Indemnification Agreement"). The Indemnification Agreement
provides, to the fullest extent permitted by law, indemnification against all
expenses and liabilities incurred in any legal proceeding arising by reason of
Mr. Moster's capacity as a director. In addition, the Indemnification Agreement
provides that the Company will pay to Mr. Moster all indemnifiable expenses
incurred by his in connection with a legal proceeding in advance of the final
disposition of such proceeding.
The form of Restricted Stock Unit Agreement and the form of Indemnification
Agreement were filed, respectively, as Exhibit 10.2.10 to the Company's Annual
Report on Form 10-K filed on May 29, 2019 and Exhibit 10.2 to the Company's
Current Report on Form 8-K filed on January 8, 2019, and are incorporated herein
by reference.
A press release announcing Mr. Moster's appointment is attached hereto as
Exhibit 99.1.

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Item 5.03  Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On January 28, 2020, the Board approved the adoption of the Third Amended and
Restated Bylaws of the Company (the "Amended Bylaws") to, among other things,
implement a majority voting standard in uncontested elections. The Amended
Bylaws are attached to this Form 8-K as Exhibit 3.1.
Item 9.01.  Financial Statements and Exhibits
(d)  Exhibits.
Exhibit Number Description
  3.1            Third Amended and Restated Bylaws of Cavco Industries, Inc. dated
               January 28, 2020.
  10.1           Form of Indemnification Agreement (incorporated by reference to
               Exhibit 10.2 to the Company's Current Report on Form 8-K filed on
               January 8, 2019).
  10.2.10        Cavco Industries, Inc. 2005 Stock Incentive Plan Restricted Stock
               Unit Agreement, (incorporated by reference to Exhibit 10.2.10 to the
               Company's Annual Report on Form 10-K for the year ended March 30,
               2019).
  99.1           Press Release dated January 29, 2020
104            Cover Page Interactive Data File (embedded within the Inline XBRL
               document)

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