Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers. OnJanuary 27, 2020 , the Board of Directors (the "Board") ofCavco Industries, Inc. , aDelaware 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 ofJack Hanna from the Board inJuly 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 thatMr. Moster qualifies as an independent director.Mr. Moster was appointed to serve as Chairman of the Company's Compensation Committee replacingRichard 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 asChief Sales & Marketing Officer ofGlobal 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 forMcKinsey & Co. , a top-tier management consulting firm, inAtlanta , and a Research Scientist withKimberley Clark Corporation , a Fortune 500 company, also inAtlanta . He received his Bachelor of Engineering fromVanderbilt University and earned his Masters of Business Administration from theTuck School of Business atDartmouth College . There are no arrangements or understandings betweenMr. Moster and any other person pursuant to whichMr. 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 theSecurities 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. EffectiveJanuary 27, 2020 ,Mr. Moster entered into a Restricted Stock Unit Agreement (the "RSU Award Agreement"), wherebyMr. 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. EffectiveJanuary 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 ofMr. Moster's capacity as a director. In addition, the Indemnification Agreement provides that the Company will pay toMr. 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 Exhibit10.2.10 to the Company's Annual Report on Form 10-K filed onMay 29, 2019 and Exhibit 10.2 to the Company's Current Report on Form 8-K filed onJanuary 8, 2019 , and are incorporated herein by reference. A press release announcingMr. 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. OnJanuary 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 ofCavco Industries, Inc. datedJanuary 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 onJanuary 8, 2019 ).10.2.10 Cavco Industries, Inc. 2005 Stock Incentive Plan Restricted Stock Unit Agreement, (incorporated by reference to Exhibit10.2.10 to the Company's Annual Report on Form 10-K for the year endedMarch 30, 2019 ). 99.1 Press Release datedJanuary 29, 2020 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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