HAVERTY FURNITURE COMPANIES INC

Regulatory Filings • May 12, 2022

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 (Date of Earliest Event Reported):

May 12, 2022 ( May 9, 2022 )

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. ☐

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Item 5.07 Submission of Matters to a Vote of Security Holders.

(a) On May 9, 2022, 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 1,143,760 shares of Class A common stock, or approximately 89% of eligible Class A common stock, and 13,928,641 shares of common stock, or approximately 88% 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 28, 2022, 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 — Rawson Haverty, Jr.	1,113,100	2	30,658
Mylle H. Mangum	1,110,796	2,306	30,658
Vicki R. Palmer	1,113,100	2	30,658
Derek G. Schiller	1,112,100	1,002	30,658
Clarence H. Smith	1,112,100	1,002	30,658
Al Trujillo	1,113,100	2	30,658

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 — L. Allison Dukes	11,778,742	416,265	1,733,634
G. Thomas Hough	12,117,753	77,254	1,733,634

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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:

Advisory Vote on Executive Compensation	22,868,636	402,013	55,378	2,040,214

Proposal 3: 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, 2022. The voting results were as follows:

Ratification of Grant Thornton LLP	25,325,349	16,218	24,674	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. — ●
Jenny Hill Parker Senior Vice President, Finance and Corporate Secretary

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