UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report : May 14, 2021
(Date of earliest event reported: May 10, 2021)



HAVERTY FURNITURE COMPANIES INC
(Exact Name of Registrant as Specified in Its Charter)

001-14445
(Commission File Number)

Maryland
58-0281900
(State or Other Jurisdiction of Incorporation)
(I.R.S. Employer Identification No.)

780 Johnson Ferry Road, Suite 800
Atlanta, Georgia 30342
(Address of principal executive offices, including zip code)

(404) 443-2900
(Registrant’s telephone number, including area code)

NOT APPLICABLE
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class
  
Trading
Symbol(s)
  
Name of each exchange on which registered
Common Stock
HVT
NYSE
Class A Common Stock
HVTA
NYSE

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter):

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07  Submission of Matters to a Vote of Security Holders.
(a)  On May 10, 2021, Havertys held its annual meeting of stockholders. In the election of directors, the holders of shares of Class A common stock and common stock vote as separate classes in accordance with the Company's Charter.  For all other matters, the holders of shares of common stock and Class A common stock vote together as a single class and holders of common stock are entitled to one vote for each share of stock and holders of Class A common stock are entitled to ten votes for each share of stock.  At the meeting of stockholders, a plurality of votes is required in the election of each class of directors and for all other matters’ approval requires an affirmative vote of a combined majority of the votes cast.

(b)  Represented at the meeting in person or by proxy were 1,203,355 shares of Class A common stock, or approximately 89.13% of eligible Class A common stock, and 15,176,781 shares of common stock, or approximately 89.82% of eligible common stock shares.

The final voting results for each proposal, each of which is described in greater detail in Havertys' definitive proxy statement filed with the Securities and Exchange Commission on March 31, 2021, follow below:

Proposal 1:  Election of Class A common stock directors.

The holders of Class A common stock elected all six director nominees at the annual meeting to serve a one-year term.  The voting results were as follows:

Nominee
  
For
    
Withheld
    
Broker
Non-Vote
  
                   
Rawson Haverty, Jr.
    
1,172,275
      
2
      
31,078
  
Mylle H. Mangum
    
1,129,618
      
42,659
      
31,078
  
Vicki R. Palmer
    
1,170,655
      
1,622
      
31,078
  
Derek G. Schiller
    
1,169,655
      
2,622
      
31,078
  
Clarence H. Smith
    
1,171,275
      
1,002
      
31,078
  
Al Trujillo
    
1,171,275
      
1,002
      
31,078
  

Proposal 1:  Election of common stock directors.

The holders of common stock elected both director nominees at the annual meeting to serve a one-year term.  The voting results were as follows:

Nominee
  
For
    
Withheld
    
Broker
Non-Vote
  
                   
L. Allison Dukes
    
13,425,293
      
456,018
      
1,295,470
  
G. Thomas Hough
    
13,599,490
      
281,821
      
1,295,470
  


Proposal 2: Advisory Vote on Executive Compensation.

The stockholders approved the following resolution regarding executive compensation.

“RESOLVED, that the compensation paid to the company’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion is hereby APPROVED.”

The voting results were as follows:

   
For
    
Against
    
Abstain
    
Broker
Non-Vote
  
Advisory Vote on Executive Compensation
    
25,273,333
      
278,062
      
52,686
      
1,606,250
  


Proposal 3: Frequency of the Stockholder Vote on Executive Compensation

The stockholders approved the following resolution regarding the frequency of the stockholder vote on executive compensation.

“RESOLVED, that the frequency of every one year for stockholders to approve the compensation paid to the company’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, is hereby APPROVED.”

The voting results were as follows:

   
1 Year
    
2 Year
    
3 Year
    
Broker
Non-Vote
  
Advisory Vote on Frequency of the Stockholder Vote on Executive Compensation
    
24,116,659
      
2,800
      
1,458,824
      
25,698
  


Proposal 4: Approval of 2021 Long-Term Incentive Plan

The stockholders approved the 2021 Long-Term Incentive Plan. The voting results were as follows:

   
For
    
Against
    
Abstain
    
Broker
Non-Vote
  
Approval of the 2021 Long Term Incentive Plan
    
25,147,504
      
402,770
      
53,807
      
1,606,250
  


Proposal 5: Ratification of Grant Thornton LLP as our independent auditor:

The stockholders ratified the selection of Grant Thornton LLP as our independent auditors for the fiscal year ending December 31, 2021.  The voting results were as follows:

   
For
    
Against
    
Abstain
    
Broker
Non-Vote
  
Ratification of Grant Thornton LLP
    
27,194,168
      
2,028
      
14,135
      
0
  





SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

   
HAVERTY FURNITURE COMPANIES, INC.
 
May 14, 2021
 
By:
 
   
Jenny Hill Parker
Senior Vice President, Finance and
Corporate Secretary