UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
SCHEDULE
14A
(Rule
14a-101)
SCHEDULE
14A INFORMATION
Proxy
Statement Pursuant to Section 14(a) of the Securities Exchange Act of
1934
(Amendment
No. ____ )
Filed by
the Registrant
x
Filed by
a Party other than the Registrant
¨
Check the
appropriate box:
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¨
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Preliminary
Proxy Statement
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¨
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Confidential,
for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
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x
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Definitive
Proxy Statement
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¨
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Definitive
Additional Materials
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¨
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Soliciting
Material Pursuant to § 240.14a-12
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CAVALIER
HOMES, INC.
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(Name
of Registrant as Specified In Its Charter)
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(Name
of Person(s) Filing Proxy Statement, if other than the
Registrant)
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Payment
of Filing Fee (Check the appropriate box):
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x
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No
fee required.
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¨
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Fee
computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
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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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(3)Per
unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was determined):
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(4)Proposed
maximum aggregate value of transaction:
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(5)Total
fee paid:
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Fee
paid previously with preliminary materials.
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¨
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Check
box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
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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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April 7,
2008
Dear
Stockholder:
You are
cordially invited to join us at our 2008 Annual Meeting of Stockholders to be
held on Tuesday, May 20, 2008, beginning at 10:00 A.M., C.D.T., at The Summit
Club, Suite 3100, Regions Harbert Plaza, 1901 6
th
Avenue
North, Birmingham, Alabama. At the meeting, we will consider the election of
directors, the selection by the Board of Directors of Carr, Riggs & Ingram,
LLC as the independent registered public accounting firm for us and any other
business as may properly come before the Annual Meeting.
Our
stockholders who are unable to attend the Annual Meeting may vote by proxy. The
enclosed Notice and Proxy Statement contain important information concerning the
matters to be considered, and we urge you to review them carefully. You will
also find enclosed a copy of our Annual Report for the year ended December 31,
2007, which we encourage you to read.
It is
important that your shares be voted at the meeting. Accordingly, whether or not
you plan to attend the Annual Meeting, please complete, sign, date and return
the enclosed form of proxy promptly so that we may be assured of the presence of
a quorum. If you attend the meeting and wish to vote your shares personally, you
may revoke your proxy.
We look
forward to seeing you on May 20
th
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Sincerely
yours,
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CAVALIER
HOMES, INC.
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/s/
Barry B. Donnell
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Barry
B. Donnell
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Chairman
of the Board
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/s/
David A. Roberson
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David
A. Roberson
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President
and Chief Executive Officer
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CAVALIER
HOMES, INC.
_____________________
Notice
of annual Meeting of Stockholders
To
be held May 20, 2008
_____________________
TO THE
STOCKHOLDERS OF CAVALIER HOMES, INC.:
The
Annual Meeting of Stockholders of Cavalier Homes, Inc., a Delaware corporation
(“we”, “us”, “our”, or “Cavalier”), will be held at The Summit Club, Suite 3100,
Regions Harbert Plaza, 1901 6
th
Avenue
North, Birmingham, Alabama, on Tuesday, May 20, 2008, at 10:00 A.M., C.D.T., for
the following purposes:
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(1)
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To
elect six directors;
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(2)
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To
consider the ratification and approval of the appointment by the Board of
Directors of Carr, Riggs & Ingram, LLC as the independent registered
public accounting firm for Cavalier;
and
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(3)
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To
transact such other business as may properly come before the
meeting.
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Details
respecting these matters are set forth in the accompanying Proxy
Statement.
Holders
of record of our common stock at the close of business on March 24, 2008, are
entitled to notice of and to vote at the Annual Meeting. A list of our
stockholders who are entitled to vote at the Annual Meeting will be available
for inspection for a period of ten days prior to the Annual Meeting at 32 Wilson
Blvd. 100, Addison, Alabama, and at the Annual Meeting, for any purpose germane
to the meeting. The meeting may be adjourned from time to time without notice
other than such notice as may be given at the meeting or any adjournment
thereof, and any business for which notice is hereby given may be transacted at
any such adjourned meeting.
You are
cordially invited to attend the Annual Meeting of the Stockholders of Cavalier,
and we hope you will be present at the meeting.
WHETHER
YOU PLAN TO ATTEND OR NOT, PLEASE SIGN AND RETURN THE ENCLOSED FORM OF PROXY SO
THAT WE MAY BE ASSURED OF THE PRESENCE OF A QUORUM AT THE MEETING. A
postage-paid envelope is enclosed for your convenience in returning your proxy
to us.
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BY
ORDER OF THE BOARD OF DIRECTORS
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/s/
Michael R. Murphy
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Michael
R. Murphy
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Secretary
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Post
Office Box 540
32 Wilson
Boulevard 100
Addison,
Alabama 35540
April 7,
2008
CAVALIER
HOMES, INC.
POST
OFFICE BOX 540
32
WILSON BOULEVARD 100
ADDISON,
ALABAMA 35540
____________________
Proxy
Statement
For
The Annual Meeting of Stockholders
To
be held May 20, 2008
The
accompanying proxy is solicited on behalf of the Board of Directors of Cavalier
Homes, Inc., a Delaware corporation, for use at the Annual Meeting of
Stockholders and any adjournments thereof (the “
Annual Meeting
”) to
be held at The Summit Club, Suite 3100, Regions Harbert Plaza, 1901 6
th
Avenue
North, Birmingham, Alabama, on Tuesday, May 20, 2008, at 10:00 A.M., C.D.T. This
Proxy Statement and the enclosed form of proxy are first being mailed or given
to our stockholders on or about April 7, 2008.
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General
Information
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Who
is entitled to vote?
Holders
of record of our common stock outstanding at the close of business on
March 24, 2008 are entitled to notice of, and to vote at, the Annual
Meeting. A total of 18,429,580 shares of common stock were outstanding on
such date and will be entitled to vote at the Annual Meeting. Each holder
of shares of our common stock entitled to vote has the right to one vote
for each share held of record on the record date for each matter to be
voted upon.
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What
am I voting on?
You
will be voting to elect six Directors of Cavalier Homes, Inc. Each
Director will hold office until the next Annual Meeting of Stockholders or
until a successor is appointed and qualified. You are also voting to
ratify the action taken by the Audit Committee of the Board of Directors
in selecting Carr, Riggs & Ingram, LLC as our independent registered
public accounting firm.
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Who
is soliciting my proxy?
Our
Board of Directors is soliciting your proxy to be used at the 2008 Annual
Meeting of Stockholders.
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Who
will bear the cost of the solicitation of proxies?
The
cost of soliciting proxies, including the preparation, printing and
mailing of this Proxy Statement, will be borne by us. We may reimburse
investment bankers, brokers and other nominees for their expenses incurred
in obtaining voting instructions from beneficial owners of common stock
held of record by such investment bankers, brokers and other nominees;
however, we have not entered into any written contract or arrangement for
such repayment of expenses.
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How
else may proxies be solicited?
In
addition to the use of mails, proxies may be solicited by personal
interview, telephone or facsimile machine by the directors, our officers
and employees, without additional compensation.
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How
many votes must be present to hold the meeting?
The
presence, in person or by proxy, of a majority of the outstanding shares
of our common stock entitled to vote, consisting of at least 9,214,291
shares, is necessary to constitute a quorum at the Annual Meeting. Shares
of common stock represented by a properly executed proxy will be treated
as present at the Annual Meeting for purposes of determining the presence
or absence of a quorum without regard to whether the proxy is marked as
casting a vote for or against or abstaining with respect to a particular
matter. In addition, shares of common stock represented by “broker
non-votes” will be treated as present for purposes of determining a
quorum.
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How
are abstentions and broker non-votes treated for purposes of
voting?
Abstentions
will be included for purposes of determining whether the requisite number
of affirmative votes have been cast with respect to the ratification of
the selection of our independent auditors and approval of any other
matters coming before the stockholders meeting; and, accordingly, will
have the same effect as a negative vote. Broker non-votes will have no
effect on the voting with respect to any proposal as to which there is a
non-vote.
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How
many votes are needed to elect the six proposed directors and ratify the
proposed independent registered public accounting firm?
In
accordance with our Amended and Restated By-laws, as amended (the “
By-laws
”), the six nominees receiving the
highest vote totals will be elected as our directors. Accordingly,
assuming the presence of a quorum, abstentions and broker non-votes will
not affect the outcome of the election of directors at the Annual Meeting.
The affirmative vote of the holders of a majority of the outstanding
shares of our common stock present in person or represented by proxy at
the Annual Meeting and entitled to vote thereon is required for the
approval and ratification of the selection of our independent registered
public accounting firm and for approval of all other matters.
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What
happens after I send in my proxy?
Proxies,
in the form enclosed, properly executed by a stockholder and returned to
our Board of Directors, with instructions specified thereon, will be voted
at the Annual Meeting in accordance with such instructions.
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What
if I return my proxy card but do not provide voting
instructions?
If
no specification is made, a properly executed proxy will be voted in favor
of:
(i)The
election to the Board of Directors of the six nominees named in this Proxy
Statement; and
(ii)The
ratification of action taken by the Audit Committee of the Board of
Directors in selecting Carr, Riggs & Ingram, LLC as our independent
registered public accounting firm.
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May
I revoke my proxy after it is sent?
A
stockholder may revoke a proxy by notice in writing delivered to our
Secretary, Michael R. Murphy, at any time before it is exercised. A proxy
may also be revoked by attending the Annual Meeting and voting in person.
The presence of a stockholder at the Annual Meeting will not automatically
revoke a proxy previously given to us.
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What
does it mean if I receive more than one proxy card?
If
you receive more than one proxy card, it means that you have multiple
accounts with brokers and/or our transfer agent. Please vote all of these
shares. We recommend that you contact your broker and/or our transfer
agent to consolidate as many accounts as possible under the same name and
address. Our transfer agent is BNY Mellon Shareowner Services and you may
reach them by telephone at 800-851-9677. Shares held by the old Employee
Stock Purchase Plan cannot be consolidated with your other
holdings.
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Can
my shares be voted on matters other than those described in this Proxy
Statement?
As
of the date of this Proxy Statement, the Board of Directors knows of no
business to be presented for consideration or action at the Annual Meeting
other than the matters stated above. If any other matters properly come
before the meeting, however, it is the intention of the persons named in
the enclosed form of proxy to vote in accordance with their best judgment
on such matters.
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When
are stockholder proposals due for the 2009 Annual Meeting?
Stockholder
proposals submitted for consideration at the 2009 Annual Meeting of
Stockholders must be received by us no later than December 8, 2008, to be
considered for inclusion in the 2009 proxy materials. According to our
By-laws, for a stockholder proposal to be properly brought before the 2009
Annual Meeting of Stockholders (other than a proposal to be considered for
inclusion in the 2009 proxy materials), it must be a proper matter for
stockholder action and must be delivered to the our secretary no earlier
than January 7, 2009 and no later than February 6, 2009.
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Election
of Directors
Our
By-laws provide for a Board of Directors of not less than one nor more than ten
members, the exact number to be determined by resolution of the Board of
Directors. The present Board of Directors consists of seven members. Following
the retirement of John W Lowe at the Annual Meeting, the Board of Directors
shall reduce in size to six members and proposes the election of the six persons
listed below, each of whom has consented to being named and to serving in such
capacity as directors until the next Annual Meeting of Stockholders and until
their successors are duly elected and shall have qualified. Proxies may not be
voted for more than six persons. Unless otherwise directed, it is intended that
shares of common stock represented by all proxies received by the Board of
Directors will be voted in favor of the nominees listed below. Should any such
nominee become unable or decline to accept election, which is not anticipated,
it is intended that such shares of common stock will be voted for the election
of such person or persons as the Board of Directors may recommend.
THE
BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR THE NOMINEES SET
FORTH BELOW.
The
following table sets forth certain information concerning each nominee, each of
whom is currently serving as a director:
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Name
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Age
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Principal
Occupation
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Director
Since
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Thomas
A. Broughton, III
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52
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President
and Chief Executive Officer of ServisFirst Bank
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1986
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Barry
B. Donnell
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68
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Chairman
of the Board of Cavalier
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1986
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Lee
Roy Jordan
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66
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Retired
President of Lee Roy Jordan Redwood Lumber Company (lumber supply
business)
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1993
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David
A. Roberson
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51
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Our
President and Chief Executive Officer
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1996
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Bobby
Tesney
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63
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Retired
President and Chief Executive Officer of Brown Jordan International, Inc.
(casual and contract furniture manufacturer)
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2003
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J.
Don Williams
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58
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Executive
of Altec Industries, Inc. (mobile equipment manufacturer)
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2003
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Mr. John W Lowe, one of our directors
since 1984, informed us in late March 2008 that he would retire at the upcoming
Annual Meeting. Mr. Lowe, age 66, is a partner in the law firm Lowe, Mobley
& Lowe. He will continue to represent us as General Counsel.
Each
nominee for the Board of Directors listed above has occupied the position
indicated for at least the last five years, with the exception of Mr. Broughton,
who served as Chairman of First Commercial Bank until August 2004.
Corporate
Governance
Code
of Ethics
We have
adopted a Code of Ethics, which applies to all our employees, including our
Chief Executive Officer and Chief Financial Officer, and our Board of Directors.
A copy of our Code of Ethics is posted on our website (
www.cavhomesinc.com
).
We intend to post amendments to and waivers from our Code of Ethics (to the
extent applicable to our directors or executive officers) on our website, and
will also file a Current Report on Form 8-K with the Securities and Exchange
Commission disclosing any such amendments or waivers.
Director
Attendance
During
2007, our Board of Directors held six
meetings. Each director
attended at least seventy-five percent (75%) of the aggregate of the number of
meetings of the Board of Directors and the number of meetings of all committees
on which he served in 2007. We encourage all members of the Board of Directors
to attend the Annual Meeting of Stockholders, and in 2007, all members of the
Board of Directors were in attendance at the 2007 Annual Meeting.
Committees
of the Board of Directors
The Board
of Directors has four standing committees: the Executive Committee, the
Compensation Committee, the Nominating and Governance Committee and the Audit
Committee. The Executive Committee is currently composed of David A. Roberson,
Barry B. Donnell and John W Lowe and is authorized to act in place of the full
Board of Directors in certain circumstances.
Compensation
Committee
The
Compensation Committee, which held two meetings in 2007, is composed of Thomas
A. Broughton, III (Chair), Lee Roy Jordan and Bobby Tesney. The Compensation
Committee administers our stock incentive plans and sets the compensation of our
executive officers. The Compensation Committee operates under a charter approved
by the Board. The charter is posted on our website at
www.cavhomesinc.com
.
All of
the members of the Compensation Committee are independent within the meaning of
the listing standards of the American Stock Exchange. Each of the Compensation
Committee members was appointed on May 22, 2007.
Nominating
and Governance Committee
The
Nominating and Governance Committee held one meeting during 2007. The Nominating
and Governance Committee is currently composed of Lee Roy Jordan (Chair), J. Don
Williams and Thomas A. Broughton. The Nominating and Governance Committee is
charged with developing and recommending to the Board of Directors corporate
governance principles appropriate for us, in accordance with the guidelines and
requirements established by the Securities and Exchange Commission (“
SEC
”). The Nominating
and Governance Committee operates under a charter approved by the Board. The
charter is posted on our website at
www.cavhomesinc.com
.
The Board
selected the members of the Nominating and Governance Committee on May 22, 2007.
All of the members of the Nominating and Governance Committee are independent
within the meaning of the listing standards of the American Stock
Exchange.
Audit
Committee
The Audit
Committee held thirteen meetings during 2007. The Audit Committee is currently
composed of Bobby Tesney (Chair), J. Don Williams, and Thomas A. Broughton. The
Audit Committee, among other things, exercises sole authority over the selection
each year of our independent registered public accounting firm, pre-approves all
audit and non-audit services to be provided by our independent registered public
accounting firm, reviews and evaluates the performance of our independent
registered public accounting firm, reviews the external
and
internal audit procedures, scope and controls practiced by our independent
registered public accounting firm and our internal accounting personnel, and
evaluates the services performed and fees charged by our independent registered
public accounting firm to determine, among other things, that the non-audit
services performed by such independent public accounting firm do not compromise
their independence. The Audit Committee also approves all related party
transactions.
The Board
selected the members of the Audit Committee on May 22, 2007. All of the members
of the Audit Committee are independent within the meaning of SEC regulations and
the listing standards of the American Stock Exchange. Mr. Tesney, the chair of
the Committee, is qualified as an audit committee financial expert within the
meaning of SEC regulations and the Board has determined that he has accounting
and related financial management expertise within the meaning of the listing
standards of the American Stock Exchange.
Director
Independence
Our Board
of Directors has adopted independence standards consistent with the listing
standards adopted by the American Stock Exchange. A Director will be considered
“independent” and found to have no material relationship with us if during the
prior three years:
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The
Director has not been an employee of Cavalier or any of our
subsidiaries;
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No
immediate family member of the Director has been an executive officer of
Cavalier;
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Neither
the Director nor an immediate family member of the Director has received
any compensation from us other than director and committee fees,
compensation for service as an interim executive officer and pension or
other forms of direct compensation for prior service (provided such
compensation is not contingent in any way on future
service);
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·
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Neither
the Director nor an immediate family member of the Director has been
affiliated with or employed by a present or former internal or external
auditor for us;
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Neither
the Director nor an immediate family member of the Director has been
employed as an executive officer of another company where any of our
present executives serve on that our compensation
committee;
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·
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The
Director has not been a partner, controlling shareholder, executive
officer or employee, and no immediate family member of the Director has
been a partner, controlling shareholder or executive officer, of a company
that makes payments to or receives payments from us for property or
services in an amount which, in any single fiscal year, exceeded the
greater of $200,000 or 5% of such other of our consolidated gross
revenues.
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The Board
of Directors has determined that each of the following directors are independent
of us in that such directors have no material relationship with us either
directly or indirectly as a partner, shareholder or affiliate of an organization
that has a relationship with us:
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·
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Thomas
A. Broughton, III
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The Board
of Directors reexamines each director’s independence annually. Mr. Roberson
serves as an executive officer for Cavalier. Mr. Lowe receives fees from us in
connection with his representation of us in legal matters. While Mr. Donnell
previously served as an executive officer of Cavalier, he retired from this
position in 2004 and no longer has a material relationship with us other than in
his position as a director. Other than Mr. Donnell’s prior position with us as
an executive officer, the Board did not consider any other relationships or
transactions when determining the independence of the directors listed
above.
Nomination
of Directors
The
Nominating and Governance Committee considers candidates for Board membership
suggested by our members, other Board members and stockholders. A stockholder
who wishes to recommend a prospective nominee for the Board should notify our
Chairman of the Board or any member of the Nominating and Governance Committee
in writing at Post Office Box 5003, 719 Scott Avenue, Suite 414, Wichita Falls,
Texas 76301 with whatever supporting material the stockholder considers
appropriate. Once the Nominating and Governance Committee has identified a
prospective nominee, the Nominating and Governance Committee makes an initial
determination as to whether to conduct a full evaluation of the candidate. This
preliminary determination is based primarily on the need for additional Board
members to fill vacancies or expand the size of the Board and the likelihood
that the prospective nominee can satisfy certain criteria set by the Board of
Directors and detailed below. If the Nominating and Governance Committee
determines, in consultation with the Chairman of the Board and other Board
members as appropriate, that additional consideration is warranted, it may
gather background information with respect to professional, educational and
community activities, interview the candidate, determine the candidate’s
willingness to serve, and review with the candidate the time requirement
involved. It will also recommend and provide the opportunity for the prospective
member to meet with our Board members (individually or as a group) and our
management (individually or as a group). Candidates are selected for their good
character, judgment and willingness to devote adequate time to Board duties.
Assessment of potential candidates includes issues of diversity, age and skills
in the context of an assessment of the perceived needs of the Board at that
time. Directors may not serve on the boards of more than three public companies,
including our Board of Directors, and may not serve past the age of 70. To the
knowledge of the Nominating and Governance Committee, we did not receive any
director nominations from a stockholder holding in excess of 5% of our common
stock during 2007.
Communication
with Board of Directors
Stockholders
interested in communicating directly with the Board of Directors, or specified
individual directors, may do so by writing the Chairman of the Board at Post
Office Box 5003, 719 Scott Avenue, Suite 414, Wichita Falls, Texas 76301. The
Chairman will review all such correspondence and will regularly forward to the
Board copies of all such correspondence that, in the opinion of the Chairman,
deals with the functions of the Board or committees thereof or that he otherwise
determines requires their attention. Concerns relating to accounting, internal
controls or auditing matters will immediately be brought to the attention of the
Audit Committee.
Non-Employee
Director Compensation
The
following table reflects the basis for compensation paid to each non-employee
director.
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Committees
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Title
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Attendance
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Board
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Executive
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Compensation
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Nominating
and Governance
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Audit
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Board
or Committee Chairman
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Annual
retainer
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$
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10,000
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$
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—
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$
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5,000
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$
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5,000
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$
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15,000
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Director
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Annual
retainer
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15,000
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5,000
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—
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—
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—
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Director
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In
person
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01/01/07
– 11/06/07
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2,500
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1,500
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1,500
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1,500
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2,500
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After
11/06/07
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2,000
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none
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1,000
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1,000
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1,000
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Director
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Via
telephone
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01/01/07
– 11/06/07
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1,000
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1,000
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1,000
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|
1,000
|
|
|
|
1,000
|
|
|
After
11/06/07
|
|
|
|
|
500
|
|
|
|
none
|
|
|
|
500
|
|
|
|
500
|
|
|
|
500
|
|
Directors
who attend committee meetings on the same dates as Board meetings are
compensated for attending both the Board meeting and the committee meeting. John
W Lowe serves as secretary for each of the Board’s committees, and receives a
committee meeting fee for each meeting which he attends in his capacity as
secretary. Directors who are also our employees do not receive additional
compensation for Board service. All directors are reimbursed for travel and
out-of-pocket expenses incurred in connection with attending Board and committee
meetings.
Director
Compensation Table
The
following summary compensation table sets forth information concerning
compensation for services in all capacities, including cash and non-cash
compensation, awarded to, earned by or paid to all non-employee members of our
Board of Directors in 2007.
|
Name
|
|
Fees
Earned or Paid in Cash
|
|
|
Stock
Awards
|
|
|
Option
Awards
|
|
|
Non-Equity
Incentive Plan Compensation
|
|
|
Change
in Pension Value and Nonqualified Deferred Compensation
Earnings
|
|
|
All
Other Compensation
|
|
|
Total
|
|
|
|
|
($)
(1)
|
|
|
($)
|
|
|
($)
(2)
|
|
|
($)
|
|
|
($)
|
|
|
($)
|
|
|
($)
|
|
|
Thomas
A. Broughton III
|
|
|
50,500
|
|
|
|
—
|
|
|
|
11,434
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
61,934
|
|
|
Barry
B. Donnell
|
|
|
42,000
|
|
|
|
—
|
|
|
|
11,434
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
53,434
|
|
|
Lee
Roy Jordan
|
|
|
35,000
|
|
|
|
—
|
|
|
|
11,434
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
46,434
|
|
|
John
W Lowe
|
|
|
50,500
|
|
|
|
—
|
|
|
|
11,434
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
61,934
|
|
|
Bobby
Tesney
|
|
|
57,500
|
|
|
|
—
|
|
|
|
11,434
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
68,934
|
|
|
J.
Don Williams
|
|
|
41,500
|
|
|
|
—
|
|
|
|
11,434
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
52,934
|
|
|
(1)
|
All
fees earned during the year were paid in
cash.
|
|
(2)
|
Option
awards to purchase 5,000 shares of our common stock were granted to each
director on January 2, 2007 pursuant to our 2005 Non-Employee Directors
Stock Option Plan. These options awards, with a fair value of $2.29 on the
date of grant, vested at the rate of 1/12
th
of the shares subject to the option award on each monthly anniversary of
the date of grant. Information regarding assumptions used in determining
the grant date fair value is contained in Note 9 to Notes to Consolidated
Financial Statements included in our Form 10-K for the year ended December
31, 2007. Options outstanding as of December 31, 2007 for each
non-employee director were:
|
|
Thomas
A. Broughton III
|
|
|
39,893
|
|
|
Barry
B. Donnell
|
|
|
65,000
|
|
|
Lee
Roy Jordan
|
|
|
20,000
|
|
|
John
W Lowe
|
|
|
20,000
|
|
|
Bobby
Tesney
|
|
|
15,000
|
|
|
J.
Don Williams
|
|
|
40,000
|
|
In 2005,
the stockholders approved the 2005 Non-Employee Directors Stock Option Plan (the
“
2005 Non-Employee
Directors Plan
”) adopted by the Board of Directors on April 5, 2005. The
2005 Non-Employee Directors Plan replaced the 1993 Amended and Restated
Nonemployee Directors Stock Option Plan. Pursuant to the terms of the 2005
Non-Employee Directors Plan, each non-employee director receives an option to
purchase 5,000 shares of common stock at fair market value upon first being
elected to the Board of Directors. Additionally, annually on January 2, each
non-employee director who has served as our director during the calendar year
immediately preceding such date receives an option to purchase 5,000 shares of
common stock at fair market value. Options granted under the 2005 Non-Employee
Directors Plan generally have a term of ten years, and become exercisable as to
one-twelfth of the shares of common stock subject to the grant on each monthly
anniversary of the date of grant, as long as the director remains our director
during the vesting period.
Audit
Committee Report
In
compliance with the requirements of the American Stock Exchange, the Audit
Committee of Cavalier adopted a formal written charter approved by the Board of
Directors which outlines the Audit Committee’s responsibilities and how it
carries out those responsibilities. The Amended and Restated Audit Committee
Charter is available on Cavalier’s website at
www.cavhomesinc.com
under the heading “Investor Relations” and the subheading “Corporate
Governance.” In connection with the performance of its responsibilities under
its charter, the Audit Committee has:
|
|
·
|
Reviewed
and discussed the audited financial statements with
management;
|
|
|
·
|
Discussed
with the independent auditors the matters required to be discussed by
Statement on Auditing Standards No. 61 (required communication by external
auditors with audit committees);
|
|
|
·
|
Received
from the independent auditors disclosures regarding the auditors’
independence required by Independence Standards Board Standard No. 1 and
discussed with the auditors the auditors’ independence;
and
|
|
|
·
|
Recommended,
based on the review and discussion noted above, to the Board of Directors
that the audited financial statements be included in our Annual Report on
Form 10-K for the year ended December 31, 2007 for filing with the
Securities and Exchange Commission.
|
|
|
AUDIT
COMMITTEE
|
|
|
Bobby
Tesney (Chair)
J.
Don Williams
Thomas
A. Broughton
|
Ratification
and Approval of Appointment
of
Independent Registered Public Accountants
At the
direction of the Audit Committee, our Board of Directors has unanimously
selected, subject to ratification by the stockholders, the accounting firm of
Carr, Riggs & Ingram, LLC as our independent registered public accounting
firm for fiscal year 2008. Carr, Riggs & Ingram, LLC has served as our
independent auditor since September 15, 2005. Ratification of the selection of
auditors is being submitted to our stockholders because the Board of Directors
believes it is an important corporate decision in which stockholders should
participate. If the stockholders do not ratify the selection of Carr, Riggs
& Ingram, LLC or if Carr, Riggs & Ingram, LLC shall decline to act,
resign or otherwise become incapable of acting, or if our engagement is
otherwise discontinued, the Audit Committee will select other auditors for the
period remaining until the 2009 Annual Meeting of Stockholders when engagement
of auditors is expected again to be subject to ratification by the stockholders
at such meeting.
Representatives
of Carr, Riggs & Ingram, LLC will be in attendance at the Annual Meeting and
will be provided an opportunity to address the meeting and to respond to
appropriate questions from stockholders.
Fee
Disclosure
The
following table presents fees for professional services rendered by Carr, Riggs
& Ingram, LLC for the audit of our annual financial statements for 2007 and
2006 and fees billed for audit-related services, tax services and all other
services rendered by Carr, Riggs & Ingram, LLC for 2007 and
2006.
|
|
|
2007
|
|
2006
|
|
Audit
fees (a)
|
|
$
|
583,200
|
|
|
$
|
583,200
|
|
|
Audit-related
fees (b)
|
|
|
—
|
|
|
|
9,530
|
|
|
Tax
fees
|
|
|
—
|
|
|
|
—
|
|
|
All
other fees
|
|
|
—
|
|
|
|
—
|
|
|
(a)
|
Fees
for the audit of our annual financial statements, the audit of the
effectiveness of our internal controls over financial reporting as
required by Section 404 of Sarbanes Oxley, the audit of a stand-alone
subsidiary, and quarterly reviews. Includes amounts for expenses incurred
during the audit.
|
|
(b)
|
Audit-related
services for consultations to assist in the response to comments from the
Securities and Exchange
Commission.
|
Upon
effectiveness of final rules promulgated by the Securities and Exchange
Commission relating to approval of non-audit services in May 2003, our Audit
Committee began pre-approving all audit-related services, tax services and other
services provided by our independent auditor. In connection with such
pre-approval, our Audit Committee concluded that the provision of such services
by Carr, Riggs & Ingram, LLC was compatible with the maintenance of that
firm’s independence in the conduct of our auditing functions.
The
Chairman of the Audit Committee, Mr. Tesney, has authority to approve engagement
of our independent registered public accountants for accounting projects of up
to $20,000 per project, as long as such pre-approvals are brought to the
attention of the Audit Committee at our next committee meeting. Any engagement
of our independent registered public accountants for accounting projects that
involve fees in excess of $20,000 must have full Audit Committee
approval.
THE
BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR RATIFICATION AND
APPROVAL OF CARR, RIGGS & INGRAM, LLC.
Executive
Officers and Principal Stockholders
Executive
Officers
The
following table sets forth certain information concerning our executive
officers, who are elected annually by the Board of Directors:
|
Name
|
|
Age
|
|
Position
|
|
David
A. Roberson
|
|
|
51
|
|
President
and Chief Executive Officer
|
|
Michael
R. Murphy
|
|
|
62
|
|
Vice
President, CFO and Secretary-Treasurer
|
|
Gregory
A. Brown
|
|
|
50
|
|
Chief
Operating Officer
|
Mr.
Roberson has served as our President and Chief Executive Officer since 1996. Mr.
Murphy has served as our Chief Financial Officer and Secretary-Treasurer since
1996. Mr. Brown was named Chief Operating Officer in February 2002. Prior to
becoming Chief Operating Officer, Mr. Brown had served as our Director of
Manufacturing Operations since 1999.
Ownership
of Equity Securities
Set forth
below is information as of March 24, 2008, with respect to the beneficial
ownership of our common stock by (a) each of our directors (which directors,
also constitute the nominees for election as directors at the Annual Meeting),
(b) our President and Chief Executive Officer and our two other executive
officers, and (c) all of our directors and executive officers as a
group.
|
Name
of Individual or Persons in Group
|
|
Number of Shares Beneficially
Owned
1
|
|
Percent of Class Beneficially
Owned
1
|
|
Thomas
A. Broughton, III
|
|
|
79,326
|
2
|
|
|
*
|
|
|
Gregory
A. Brown
|
|
|
86,512
|
3
|
|
|
*
|
|
|
Barry
B. Donnell
|
|
|
916,091
|
4
|
|
|
4.97
|
%
|
|
Lee
Roy Jordan
|
|
|
21,166
|
5
|
|
|
*
|
|
|
John
W Lowe
|
|
|
136,182
|
6
|
|
|
*
|
|
|
Michael
R. Murphy
|
|
|
132,734
|
7
|
|
|
*
|
|
|
David
A. Roberson
|
|
|
334,670
|
8
|
|
|
1.81
|
%
|
|
Bobby
Tesney
|
|
|
21,866
|
9
|
|
|
*
|
|
|
J.
Don Williams
|
|
|
46,666
|
10
|
|
|
*
|
|
|
All
directors and executive officers (9 persons)
|
|
|
1,775,213
|
11
|
|
|
9.42
|
%
|
The
following persons have reported ownership in Cavalier at a level greater than
5%, according to statements on Schedule 13D or 13G as filed by such persons with
the Securities and Exchange Commission:
|
Name
and Address of Beneficial Owner
|
|
Number of Shares Beneficially
Owned
1
|
|
Percent of Class Beneficially
Owned
1
|
|
Dimensional
Fund Advisors LP
1299
Ocean Avenue, Santa Monica, CA 90401
|
|
|
1,444,278
|
12
|
|
|
7.84
|
%
|
|
GAMCO
Investors, Inc.
One
Corporate Center, Rye, NY 10580-1435
|
|
|
2,834,418
|
13
|
|
|
15.38
|
%
|
|
Paloma
International L.P., et al
Two
American Lane, Greenwich, CT 06836-2571
|
|
|
1,690,613
|
14
|
|
|
9.17
|
%
|
|
T.
Rowe Price Associates, Inc./T. Rowe Price Small-Cap Value Fund,
Inc.
100
E. Pratt Street, Baltimore, MD 21202
|
|
|
1,600,000
|
15
|
|
|
8.68
|
%
|
* Represents
beneficial ownership of less than 1% of the outstanding shares of our common
stock.
1
Beneficial
ownership in the foregoing table is based upon information furnished by the
persons listed. For purposes of this table, a person or group of persons is
deemed to have “beneficial ownership” of any shares as of March 24, 2008, that
such person or group has the right to acquire within 60 days after such date, or
with respect to which such person otherwise has or shares voting or investment
power. For purposes of computing beneficial ownership and the percentages of
outstanding shares held by each person or group of persons on a given date,
shares which such person or group has the right to acquire within 60 days after
such date are shares for which such person has beneficial ownership and are
deemed to be outstanding for purposes of computing the percentage for such
person, but are not deemed to be outstanding for the purpose of computing the
percentage of any other person. Except as otherwise indicated in these notes to
the foregoing table, the beneficial owners named in the table have sole voting
and investment power with respect to the shares of common stock reflected and
the address of each of the persons is as follows: c/o Cavalier Homes, Inc., 32
Wilson Blvd 100, Addison, AL 35540.
2
Includes
16,477 shares beneficially owned in an Individual Retirement Account. Includes
36,559 shares issuable pursuant to stock options presently exercisable as of
March 24, 2008, or within 60 days thereafter.
3
Includes
65,000 shares issuable pursuant to stock options presently exercisable as of
March 24, 2008, or within 60 days thereafter, and 6,666 shares of restricted
stock which has not yet fully vested, but over which Mr. Brown may exercise
voting rights.
4
Includes
26,666 shares issuable pursuant to stock options presently exercisable as of
March 24, 2008, or within 60 days thereafter, 100,000 shares held by the Donnell
Foundation, of which Mr. Donnell is co-trustees and 100,000 shares beneficially
owned in an Individual Retirement Account. Mr. Donnell has voting and investment
power with respect to the shares held by the Donnell Foundation. Also includes
13,000 shares held in his wife's Individual Retirement Account and 7,000 shares
owned directly by his wife. Also includes 100,000 shares held by the Sam Donnell
Family Limited Partnership, 1% of which is held by a limited liability company
in which Mr. Donnell holds 51% of the limited liability company interests. Mr.
Donnell disclaims beneficial ownership of the shares held directly by his wife
and the shares held in his wife's Individual Retirement Account. The address for
Mr. Donnell is 719 Scott Avenue, Suite 414 Wichita Falls, TX 76301.
5
Includes
16,666 shares issuable pursuant to stock options presently exercisable as of
March 24, 2008, or within 60 days thereafter.
6
Includes
16,666 shares issuable pursuant to stock options presently exercisable as of
March 24, 2008, or within 60 days thereafter.
7
Includes
67,500 shares issuable pursuant to stock options presently exercisable as of
March 24, 2008, or within 60 days thereafter, 4,700 shares held in Mr. Murphy’s
Individual Retirement Account and 3,700 shares held in his wife’s Individual
Retirement Account. Includes 6,666 shares of restricted stock which has not yet
fully vested, but over which Mr. Murphy may exercise voting rights. Mr. Murphy
disclaims beneficial ownership of the shares held in his wife’s Individual
Retirement Account.
8
Includes
6,510 shares beneficially owned in an Individual Retirement Account, 1,874
shares held in his wife’s Individual Retirement Account, and 512 shares owned by
the children of Mr. Roberson. Includes 17,761 shares held by a family limited
partnership of which Mr. Roberson is the general partner. Includes 125,000
shares issuable pursuant to stock options presently exercisable as of March 24,
2008, or within 60 days thereafter. Includes 10,000 shares of restricted stock
which has not yet fully vested, but over which Mr. Roberson may exercise voting
rights. Mr. Roberson disclaims beneficial ownership of the shares held in his
wife’s Individual Retirement Account.
9
Includes
16,666 shares issuable pursuant to stock options presently exercisable as of
March 24, 2008, or within 60 days thereafter.
10
Includes
41,666 shares issuable pursuant to stock options presently exercisable as of
March 24, 2008, or within 60 days thereafter.
11
See
notes 1-10 above.
12
In
a Schedule 13G filed on February 6, 2008, Dimensional Fund Advisors LP (“
Dimensional
”), an
investment advisor registered under Section 203 of the Investment Advisors Act
of 1940, reported having sole voting and dispositive power of 1,444,278 shares.
Dimensional furnishes investment advice to four investment companies registered
under the Investment Company Act of 1940, and serves as investment manager to
certain other
commingled
group trusts and separate accounts. These investment companies, trusts and
accounts are the “
Funds
.” In its role
as investment adviser or manager, Dimensional possesses voting and/or investment
power over the securities of the issuers described in the schedule that are
owned by the Funds. Dimensional disclaims beneficial ownership of such
securities. All information in this footnote was obtained from the Schedule 13G
filed by Dimensional.
13
In
a Schedule 13D filed February 13, 2008, Mario J. Gabelli, and various entities
which he directly or indirectly controls or for which he acts as chief
investment officer (“Gabelli”), reported having shared power to vote or dispose
of 2,834,418 shares of common stock. Included in the Schedule 13D is GGCP, Inc.,
MJG Associates, Inc., Gabelli Foundation, Inc., Mario Gabelli, LICT Corporation,
GAMCO Investors, Inc. (“GBL”), a public company listed on the New York Stock
Exchange, and the following entities of which GBL is the parent company: GAMCO
Asset Management, Inc., Gabelli Funds, LLC, Gabelli Securities, Inc., Gabelli
& Company, Inc. and Teton Advisors, Inc. All information in this footnote
was obtained from the Schedule 13D filed by Gabelli.
14
In
a Schedule 13G filed February 14, 2008, Paloma International L.P., S. Donald
Sussman, MAK Capital One L.L.C., MAK Capitol Fund LP and Michael A. Kaufman
(collectively “
Paloma
”) reported
having shared voting and dispositive power over 1,174,876 shares of common
stock. All information in this footnote was obtained from Schedule 13G filed by
Paloma.
15
In
a Schedule 13G filed February 13, 2008, T. Rowe Price Associates, Inc. (“
T. Rowe Price
”) and
T. Rowe Price Small-Cap Value Fund, Inc. (“
Small-Cap Fund
”)
jointly reported having sole power to vote or dispose of 1,600,000 shares of
common stock. These securities are owned by various individual and institutional
investors, including the Small-Cap Fund, which T. Rowe Price serves as an
investment advisor with power to direct investments and/or sole power to vote
the securities. For purposes of the reporting requirements of the Securities
Exchange Act of 1934, T. Rowe Price is deemed to be a beneficial owner of such
securities; however, T. Rowe Price expressly disclaims that it is, in fact, the
beneficial owner of such securities. All information in this footnote was
obtained from the Schedule 13G and cover letter we received from T. Rowe Price
and Small-Cap Fund.
Compensation
Discussion and Analysis
Introduction
Compensation
Committee.
As discussed previously, our Compensation Committee
is composed of Thomas A. Broughton, III (Chair), Lee Roy Jordan and Bobby
Tesney. Each of the members of the Compensation Committee is independent within
the meaning of the listing standards of the American Stock
Exchange.
Recommendations
from Consultants and Executives.
Our Compensation Committee charter
authorizes the Compensation Committee to retain compensation consultants to
assist in evaluation of executive compensation. While consultants were retained
several years ago to perform similar functions, the current committee membership
believes the use of a compensation consultant would not provide enough value to
outweigh the cost to us. We have three executive officers, and comparable
companies are limited given our size and the size of the industry. As discussed
below, our compensation structure is intentionally simple, and the Compensation
Committee has not felt the need to increase the complexity of the
structure.
Our
Compensation Committee solicits compensation recommendations from our chief
executive officer, David A. Roberson. All recommendations are considered by the
Compensation Committee when determining compensation for our executive officers,
although the Compensation Committee historically has questioned salary
inequities between the various executive officers and has not, in some cases,
adopted management recommendations. The Compensation Committee determines
compensation independently of management.
Committee
Process
.
Our
Compensation Committee establishes the base salary and annual bonus for our
executive officers (chief executive officer, chief operating officer and chief
financial officer) and reviews other matters relating to compensation of
executive officers. The committee recommends awards, if any, under the incentive
plans and equity plans to the full Board, and those recommendations are
generally followed. Our Compensation Committee met on January 23, 2007 to
discuss and establish base salary and incentive compensation for 2007. Prior to
the January 23, 2007 Compensation Committee meeting, our committee members
communicated directly with each other to discuss 2007 compensation decisions.
Mr. Broughton, our Compensation Committee chair, also raised certain issues with
respect to the Compensation Committee’s 2007 compensation determinations with
our corporate counsel, in the days leading up to and during the course of the
Compensation Committee meeting at which the committee finalized executive
compensation for 2007.
Compensation
Philosophy.
We compensate our executive officers through a mix of base
salary, bonus, incentive compensation and equity compensation. Our Compensation
Committee feels that, given our size, it is important to keep our compensation
policies simple. We currently do not use an elaborate equity compensation
structure, nor do we feel that we need to utilize compensation consultants to
design and implement incentive compensation plans. Generally, our Compensation
Committee begins discussing base salary levels for the next year in November or
December. Our Compensation Committee reviews the performance and compensation of
our executive officers and, after reviewing recommendations submitted by our
chief executive officer for our chief operating officer and chief financial
officer, establishes their compensation levels for the following year. Our
financial performance for the prior year significantly influences the
compensation decisions made by our Compensation Committee for the coming year.
Our Compensation Committee historically has reviewed the compensation structures
of other manufactured housing companies, but has rejected the use of
“benchmarking” against any other company or companies due to the absence of
other manufactured housing companies with characteristics similar to our own. As
mentioned previously, our Compensation Committee makes recommendations on equity
compensation awards to the full Board of Directors, which the Board generally
follows. The Compensation Committee did not recommend to the full Board of
Directors the grant of any equity compensation awards to our executive officers
in 2007.
Our
Compensation Committee has indicated that it would consider seeking a return of
previously awarded compensation in the event of a restatement of our prior
years’ consolidated financial statements on a case-by-case basis. We believe
that, absent evidence of fraud or willful negligence, we would not request
reimbursement of previously awarded compensation; provided, however, that our
Compensation Committee would be bound by our obligations under federal
securities laws to seek such reimbursement if necessary.
Elements
of Compensation
Distribution of
Compensation.
Our Compensation Committee does not perform a detailed
allocation between the main elements of compensation for our executive officers:
base salary, bonus and equity compensation. For 2007, the majority of
each executive’s compensation was base salary, due to our failure to meet
certain threshold requirements our Compensation Committee established in order
to award incentive compensation. If we had met our target net income goals for
2007, each of our executive officers could have received 100% of the amount of
their respective base salaries as an incentive bonus for the year. Our
compensation structure for 2008 changed dramatically, as our executive officers
voluntarily reduced their base salary levels by as much as twenty-one percent,
in the case of our chief executive officer. Our Compensation Committee does not
apply any set formula to determine how much compensation for each executive
officer should be distributed through each element of compensation, instead
relying on a general sense of how the manufacturing housing industry is
performing and what is necessary to retain long-standing executive officers with
a history in the industry. We also have not routinely awarded equity
compensation in recent years due to a marked downturn in both our performance
and the manufactured housing industry as a whole. As an example, the restricted
stock awards made by the Compensation Committee in March 2006 were the first
equity grants to our executive officers since January 2002, and the Compensation
Committee has not awarded any additional equity grants since 2006.
Base
Salaries.
Our Compensation Committee strives to provide our executive
officers with a level of base compensation that will meet their expectations and
provide an appropriate lifestyle. However, our Compensation Committee also
continues to focus on our financial performance and the performance of our
industry when determining compensation for our executives. Each of our executive
officers received an increase in base salary in 2006 and our Compensation
Committee determined, in light of our performance in 2006, to dispense with any
increases in the base salaries of our executive officers in 2007. Our chief
executive officer earned a base salary of $350,000, our chief operating officer
earned a base salary of $275,000, and our chief financial officer earned a base
salary of $225,000 for fiscal 2007. Our industry has suffered a continuing
economic downturn since 2000, and our Compensation Committee has been reluctant
to approve increases in base salaries when our financial performance has been
lackluster. Our Compensation Committee felt strongly that net income of $172,000
for the fiscal year ended December 31, 2006 did not merit an increase in base
salary levels.
Our
financial performance declined in 2007, and we ended the year with a net loss of
$8,519,000. Our executive officers, mindful of the financial difficulties we
face and the continuing downward outlook for the industry, voluntarily reduced
their base salaries for 2008. Our Compensation Committee ratified these base
salary decreases at the January 2008 meeting. For 2008, our chief executive
officer will earn a base salary of $275,000, our chief operating officer will
earn a base salary of $235,000 and our chief financial officer will earn a base
salary of $210,000.
Bonus/Incentive
Compensation.
In prior years, our Compensation Committee has awarded cash
bonuses, if any, in the first quarter based on the prior year’s performance.
Beginning in 2006, our Compensation Committee determined to implement a simple
incentive compensation plan based on pre-tax income. For 2007, “pre-tax income”
was defined as income from operations before income taxes (including the
deduction for incentive compensation) plus earnings from equity investees, but
excluding the net change in certain reserves or accruals, including, among
others, the warranty reserve, accruals under self insurance programs, reserve
for repurchase commitments, and reserves for impairments of assets. If actual
pre-tax income for 2007 did not meet the target, the bonus amount for each of
the named executive officers would be reduced proportionately; provided,
however, that none of our executive officers would receive an incentive bonus
unless we achieved pre-tax income that exceeded seventy percent (70%) of the
performance target. Our target pre-tax income was $7,055,000, and the threshold
amount for pre-tax income was $4,938,500.
The table below sets forth the 2007
target bonus amounts for each of our executive officers at the threshold, target
and maximum amounts. Since we did not achieve 70% of targeted pre-tax income,
none of our executive officers earned incentive compensation for
2007.
|
Name
|
|
Title
|
|
2007
Bonus Threshold (70%)
|
|
|
2007
Bonus Target (100%)
|
|
|
2007
Bonus Maximum (300%)
|
|
|
David
A. Roberson
|
|
President
and Chief Executive Officer
|
|
$
|
245,000
|
|
|
$
|
350,000
|
|
|
$
|
1,050,000
|
|
|
Gregory
A. Brown
|
|
Chief
Operating Offi
cer
|
|
$
|
192,500
|
|
|
$
|
275,000
|
|
|
$
|
825,000
|
|
|
Michael
R. Murphy
|
|
Vice
President, Chief Financial Officer and Secretary-Treasurer
|
|
$
|
157,500
|
|
|
$
|
225,000
|
|
|
$
|
675,000
|
|
For 2008, the Compensation Committee
established the target and threshold levels to be pre-tax income of $1,700,000,
net of any incentive compensation. If the threshold is achieved, Mr. Roberson
will earn incentive compensation of $100,000 and Mr. Brown and Mr. Murphy will
each earn incentive compensation of $65,000. The executive officers will earn
additional incentive compensation if pre-tax income in 2008 exceeds the target
with Mr. Roberson earning 5% of pre-tax income in excess of the target and Mr.
Brown and Mr. Murphy earning 3% of pre-tax income in excess of the target. The
maximum amount of incentive compensation to be paid under this program is equal
to each executive’s base salary for 2008, as described above.
Equity
Compensation.
Historically, the primary form of equity compensation that
we awarded consisted of non-qualified stock options. We selected this form
because of the favorable accounting and tax treatments associated with stock
options, and the favorable reception by our executive officers of such awards.
As a result of a change in the accounting treatment for stock options, the
Compensation Committee moved to awards of restricted stock in recent years. Our
Compensation Committee does not routinely award equity compensation. The
restricted stock grants made in 2006 were the first such grants made by the
Compensation Committee since 2002, and such awards were based primarily on our
financial performance in the previous year. Our Compensation Committee believes
that awards of equity compensation should be tied primarily to financial
profitability. The Compensation Committee determined that, in light of our
financial performance in the prior year, an equity award to our executive
officers in 2007 would not be warranted. Members of the Compensation Committee
have been reluctant to approve equity compensation during periods that our
financial performance has suffered, or when such grants of equity compensation
have not been tied to our profitability.
When evaluating potential awards of
equity compensation, our Compensation Committee does not routinely consider the
equity ownership levels of our executive officers or the amounts of prior awards
that have fully vested. Our Compensation Committee believes that once an award
is final, considering the value of that award would be inappropriate in terms of
future performance.
We do not have stock ownership or
retention guidelines for our executive officers and, consequently, do not
consider stock ownership or retention when awarding equity compensation. Our
directors must hold a minimum of 5,000 shares of our common stock and Mr.
Roberson, the sole executive officer currently sitting on our Board of
Directors, currently meets this threshold. Our insider trading policy prohibits
the use of short-selling and other hedging devices by our executive officers
with respect to their shares of our common stock.
Employment,
Severance and Change in Control Arrangements.
We do not have written or
oral employment, severance or change in control agreements with our executive
officers. Our Compensation Committee believes it is important to maintain
flexibility, and our executive officers have not requested such arrangements in
the past. Our last severance/change in control agreements with our executive
officers expired in 2003 in accordance with their respective terms. Our equity
and incentive compensation plans contain provisions accelerating prior awards
upon a change in control, but such provisions are applicable to all of our
employees participating in such plans at the time of a change in
control.
Retirement
Plans.
We do not maintain a traditional defined benefit pension plan for
our executive officers. Each of our executive officers participates in our
401(k) plan, pursuant to which we match fifty percent (50%) of the first 6% of
employee (including executive officer) deferrals. We cap our contributions on
behalf of highly compensation employees (including executive officers) as
determined by our 401(k) plan administrator, which totaled $5,189 per employee
in 2007.
Perquisites and
Other Benefits.
During 2007, our chief executive officer received
perquisites and other benefits totaling $44,276. The bulk of the value of these
perquisites consisted of $18,385 in payments for premiums on life insurance and
$11,244 for tax gross-up on the life insurance premiums. Prior to 2002, we had
entered into certain split-dollar life insurance policies on our chief executive
officer, David A. Roberson. Our Compensation Committee believed that Mr.
Roberson’s continued leadership of Cavalier was essential to our success,
particularly during the manufactured industry downturn, and entered into the
split-dollar life insurance policy both to provide a benefit to our chief
executive officer and to ensure that we would have some funds available upon
death to enable payment of incentive compensation to employ a new executive
officer. Upon passage of the Sarbanes-Oxley Act in 2002, we were uncertain
whether the split-dollar life insurance arrangement would constitute a
prohibited loan arrangement with an executive officer, and therefore changed the
policy to provide that our chief executive officer would begin paying the
premiums on the policy directly, and we would fund the premium payments. We also
agreed to gross-up the payments to cover taxes due on the additional
compensation.
Our executive officers participate in
our benefit plans on the same terms as our other employees. These plans include
medical and dental insurance and life insurance, as well as participation in the
401(k) plan discussed above.
Conclusion
Our compensation policy for our
executive officers is based on two principles: simplicity of design and fairness
of compensation levels. As a result, the compensation scheme we describe is
intentionally simple, with relatively few elements to discuss. We use equity and
bonus compensation to reward performance, but do not have strict policies for
allocating between long-term and current compensation, primarily due to the
difficult conditions that have persisted in our industry over the last six
years. In light of our recent financial performance, our Board did not approve
any equity compensation awards for our executive officers for 2007. Future
equity and bonus compensation awards will depend on our future performance. As
of the date of this proxy statement, our Compensation Committee has not
recommended, and currently does not plan to recommend, and our Board has not
awarded, any equity compensation for 2008. Our Compensation Committee will
continue to assess base salary amounts and other elements of compensation for
our executive officers based on performance assessments and determinations of
amounts necessary to retain skilled professionals.
Compensation
Committee Interlocks and Insider Participation
None of Messrs. Broughton, Jordan or
Tesney is now or was during the last fiscal year an officer or employee of
Cavalier or any of its subsidiaries. During 2007, none of our executive officers
served as a director or member of the compensation committee (or group
performing equivalent functions) of any other entity for which any of Messrs.
Broughton, Jordan or Tesney served as an executive officer.
Compensation
Committee Report
Our Compensation Committee has reviewed
the Compensation Discussion and Analysis and discussed that Analysis with
management. Based on our review and discussions with management, our
Compensation Committee recommended to the Board of Directors that the
Compensation Discussion and Analysis be included in the our 2008 proxy
statement. This report is provided by the following independent directors, who
comprise the Compensation Committee:
|
|
COMPENSATION
COMMITTEE
|
|
|
Thomas
A. Broughton, III (Chair)
Lee
Roy Jordan
Bobby
Tesney
|
Executive
Compensation
The
following tables, graphs and other information provide details concerning
executive compensation.
Summary
Compensation Table
The
following summary compensation table sets forth information concerning
compensation for services in all capacities, including cash and non-cash
compensation, awarded to, earned by or paid to our Chief Executive Officer,
Chief Financial Officer and other executive officers (the “Named Executive
Officers”) in the last two fiscal years.
|
Name
and Principal Position
|
|
Year
|
|
Salary
|
|
|
Bonus
|
|
|
Stock Awards
(1)
|
|
|
Option
Awards
|
|
|
Non-Equity
Incentive Plan Compensation
|
|
|
Change
in Pension Value and Nonqualified Deferred Compensation
Earnings
|
|
|
All
Other Compensation
|
|
|
Total
|
|
|
|
|
|
|
($)
|
|
|
($)
|
|
|
($)
|
|
|
($)
|
|
|
($)
|
|
|
($)
|
|
|
($)
|
|
|
($)
|
|
|
David
A. Roberson
|
|
2007
|
|
|
350,000
|
|
|
|
—
|
|
|
|
66,040
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
44
,276
|
(2)
|
|
|
460,316
|
|
|
President
and Chief Executive Officer
|
|
2006
|
|
|
350,000
|
|
|
|
—
|
|
|
|
53,013
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
39,979
|
(3)
|
|
|
442,992
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Michael
R. Murphy
|
|
2007
|
|
|
225,000
|
|
|
|
—
|
|
|
|
44,026
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
5,065
|
(2)
|
|
|
274,091
|
|
|
VP,
CFO and Secretary-Treasurer
|
|
2006
|
|
|
225,000
|
|
|
|
—
|
|
|
|
35,342
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
3,960
|
(3)
|
|
|
264,302
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gregory
A. Brown
|
|
2007
|
|
|
275,000
|
|
|
|
—
|
|
|
|
44,026
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
4,317
|
(2)
|
|
|
323,343
|
|
|
Chief
Operating Officer
|
|
2006
|
|
|
275,000
|
|
|
|
—
|
|
|
|
35,342
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
3,675
|
(3)
|
|
|
314,017
|
|
|
(1)
|
Stock
awards were granted in March 2006 pursuant to our 2005 Incentive
Compensation Plan. Information regarding assumptions used in determining
the grant date fair value is contained in Note 9 to Notes to Consolidated
Financial Statements included in our Form 10-K for the year ended December
31, 2007. The amounts reflected above represent the portion of the grant
date fair value amortized to expense in 2007 and
2006.
|
|
(2)
|
Includes
matching contribution made by us to our 401(k) plan during 2007 on behalf
of Mr. Roberson in the amount of $5,189, on behalf of Mr. Murphy in the
amount of $5,065 and on behalf of Mr. Brown in the amount of $4,317. Also
includes $18,385 paid to Mr. Roberson for premiums on life insurance
policies, $11,244 for taxes on life insurance premiums, and $9,458 for
personal use of a company vehicle.
|
|
(3)
|
Includes
matching contribution made by us to our 401(k) plan during 2006 on behalf
of Mr. Roberson in the amount of $3,675, on behalf of Mr. Murphy in the
amount of $3,960 and on behalf of Mr. Brown in the amount of
$3,675. Also includes $18,385 paid to Mr. Roberson for premiums
on life insurance policies, $11,244 for taxes on life insurance premiums,
and $6,675 for personal use of a company
vehicle.
|
Grants
of Plan-Based Awards
The following grants of plan-based
awards table sets forth information concerning awards to the Named Executive
Officers during the last fiscal year under any of the our incentive
plans.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
All
Other Stock Awards: Number of Shares of Stock or Units
|
|
All
Other Option Awards: Number of Securities Underlying
Options
|
|
Exercise
or Base Price of Option Awards
|
|
|
|
|
|
Estimated
Future Payouts Under
Non-Equity
Incentive Plan Awards
|
|
Estimated
Future Payouts Under
Equity
Incentive Plan Awards
|
|
|
|
|
Name
|
|
Grant
Date
|
|
Threshold
|
|
Target
|
|
Maximum
|
|
Threshold
|
|
Target
|
|
Maximum
|
|
|
|
|
|
|
|
|
($)
|
|
($)
|
|
($)
(1)
|
|
(#)
|
|
(#)
|
|
(#)
|
|
(#)
|
|
(#)
|
|
($/sh)
|
|
David
A. Roberson
|
|
01/23/07
|
|
245,000
|
|
350,000
|
|
1,050,000
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
Michael
R. Murphy
|
|
01/23/07
|
|
157,500
|
|
225,000
|
|
675,000
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
Gregory
A. Brown
|
|
01/23/07
|
|
192,500
|
|
275,000
|
|
825,000
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
The
non-equity incentive plan awards were awarded pursuant to our 2005 Incentive
Compensation Plan. As discussed in our Compensation Discussion and Analysis, we
did not achieve 70% of targeted pre-tax income and therefore none of our named
executive officers earned a non-equity incentive award payment in
2007.
Outstanding
Equity Awards at Fiscal Year-end
|
|
|
Option
Awards
|
|
Stock
Awards
|
|
Name
|
|
Number
of Securities Underlying Unexercised Options Exercisable
|
|
|
Number
of Securities Underlying Unexercised Options Unexercisable
|
|
|
Equity
Incentive Plan Awards: Number of Securities Underlying Unexercised
Unearned Options
|
|
|
Options
Exercise Price
|
|
Option
Expiration Date
|
|
Number
of Shares or Units of Stock That Have Not Vested
|
|
|
Market
Value of Shares or Units of Stock That Have Not Vested
|
|
|
Equity
Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights
That Have Not Vested
|
|
Equity
Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or
Other Rights That Have Not Vested
|
|
|
|
|
(#
|
)
|
|
|
(#
|
)
|
|
|
(#
|
)
|
|
($)
|
|
|
|
|
(#
|
)
|
|
($)
|
|
|
|
(#
|
)
|
($)
|
|
David
A. Roberson
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
20,000
|
(1)
|
|
|
39,000
|
|
|
|
|
|
|
|
|
|
|
100,000
|
|
|
|
|
|
|
|
|
|
|
|
3.40
|
|
01/29/12
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15,000
|
|
|
|
|
|
|
|
|
|
|
|
3.94
|
|
01/26/10
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10,000
|
|
|
|
|
|
|
|
|
|
|
|
9.66
|
|
01/25/09
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
40,000
|
|
|
|
|
|
|
|
|
|
|
|
10.22
|
|
01/23/08
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Michael
R. Murphy
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
13,333
|
(1)
|
|
|
25,999
|
|
|
|
|
|
|
|
|
|
|
50,000
|
|
|
|
|
|
|
|
|
|
|
|
3.40
|
|
01/29/12
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10,000
|
|
|
|
|
|
|
|
|
|
|
|
3.94
|
|
01/26/10
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7,500
|
|
|
|
|
|
|
|
|
|
|
|
9.66
|
|
01/25/09
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
25,000
|
|
|
|
|
|
|
|
|
|
|
|
10.22
|
|
01/23/08
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gregory
A. Brown
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
13,333
|
(1)
|
|
|
25,999
|
|
|
|
|
|
|
|
|
|
|
50,000
|
|
|
|
|
|
|
|
|
|
|
|
3.40
|
|
01/29/12
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7,500
|
|
|
|
|
|
|
|
|
|
|
|
4.00
|
|
01/26/10
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7,500
|
|
|
|
|
|
|
|
|
|
|
|
9.63
|
|
01/25/09
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15,000
|
|
|
|
|
|
|
|
|
|
|
|
10.18
|
|
01/23/08
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
One-half
of the remaining unvested stock awards will vest on 03/13/08 and
03/13/09.
|
Option
Exercises and Stock Vested in Fiscal 2007
|
|
|
Option
Awards
|
|
|
Stock
Awards
|
|
|
Name
|
|
Number
of Securities Acquired on Exercise
|
|
|
Value
Realized on Exercise
|
|
|
Number
of Shares Acquired on Vesting
|
|
|
Value
Realized on Vesting
|
|
|
|
|
|
(#
|
)
|
|
($)
|
|
|
|
(#
|
)
|
|
($)
|
|
|
David
A. Roberson
|
|
|
—
|
|
|
|
—
|
|
|
|
10,000
|
|
|
|
42,100
|
|
|
Michael
R. Murphy
|
|
|
—
|
|
|
|
—
|
|
|
|
6,667
|
|
|
|
28,068
|
|
|
Gregory
A. Brown
|
|
|
—
|
|
|
|
—
|
|
|
|
6,667
|
|
|
|
28,068
|
|
Pension
Benefits in Fiscal 2007
We do not
provide pension benefits.
Nonqualified
Deferred Compensation in Fiscal 2007
We do not have nonqualified deferred
compensation plans.
Potential
Payments on Termination
As described under “Compensation
Discussion and Analysis” above, the Named Executive Officers do not have
employment, severance or change in control agreements with us. The information
below describes and quantifies certain compensation that would become payable
under existing plans and arrangements if the Named
Executive’s
employment terminated on December 31, 2007. These benefits are in addition to
benefits available generally to salaried employees, such as distributions under
our 401(k) plan and accrued vacation pay.
Equity
Awards
.
Under
the Stock Grant Agreements we have entered into with our Named Executive
Officers, termination for any reason other than death, disability or a change in
control results in the forfeiture of any outstanding restricted stock grants
which are unvested on the date of termination. If one of our Named Executive
Officers were to die or become disabled, any unvested restricted stock grants
would become vested in full as of the date of the death or disability. For these
purposes, our 2005 Incentive Compensation Plan defines “disability” as a
condition (a) which prevents a Named Executive Officer from engaging in any
gainful activity and which is expected to result in death or to last for a
continuous period of at least 12 months or (b) resulted in the Named Executive
Officer receiving income replacement benefits for a period of not less than
three months under any accident or health plan covering our employees. Unvested
restricted stock grants would also vest immediately upon a change in control.
Our 2005 Incentive Compensation Plan defines “change in control” as the
occurrence of any of the following: (a) a person, other than the Company, a
subsidiary or an employee benefit plan, becoming the beneficial owner of twenty
percent (20%) or more of our outstanding voting securities; (b) any transaction
or event which would trigger disclosure under Item 6(e) of Schedule 14A
promulgated under the Exchange Act; (c) during any two consecutive year period,
current Board members cease to constitute a majority of our Board of Directors
(unless the election of new Board members was approved by at least two-thirds of
our current Board members); or (d) any transaction requiring the approval of our
stockholders for the acquisition of the Company, whether by a purchase of
assets, merger or otherwise.
The
following table provides the intrinsic value (that is, the value based on the
price of our common stock as of December 31, 2007) of equity awards that would
vest if a Named Executive Officer had died, became disabled or we experienced a
change in control as of December 31, 2007.
|
Name
of Executive
|
|
Intrinsic
Value of Equity Awards If Vested
|
|
David
A. Roberson
|
|
$
|
39,000
|
|
|
Michael
R. Murphy
|
|
|
25,999
|
|
|
Gregory
A. Brown
|
|
|
25,999
|
|
Certain
Relationships and Related Transactions
We
purchased raw materials of approximately $15,474,000, $14,698,000 and
$21,586,000 from MSR Forest Products, LLC (“MSR”) during 2007, 2006, and 2005,
respectively. Cavalier owns a minority interest in this company. Jonathan B.
Lowe and Michael P. Lowe, sons of John W Lowe, have a minority ownership
interest in MSR, and Richard Roberson, Mr. Roberson’s brother, also has a
minority ownership interest in and is an executive officer of MSR. We believe
that the payments made for the products purchased from MSR were reasonable
compared to amounts that would have been paid to unaffiliated entities for
similar products.
Effective
as of September 30, 2007, we acquired an additional 13.3% interest in MSR for a
total ownership interest of 23.3%. This additional interest in MSR was acquired
in a sale/swap transaction with another owner of MSR in which we purchased that
owner’s interest in MSR and sold our ownership interest in another joint venture
to that owner. We received net cash on the sale/swap of these ownership
interests of $3,012,000 and recognized a gain on the sale of
$123,000.
We used
the services of a law firm, Lowe, Mobley & Lowe, a partner of which, Mr.
John W Lowe, has served as one of our directors and our general counsel. We paid
legal fees to this firm for Mr. Lowe’s services as general counsel and the
firm’s defense of litigation against us in the sum of $212,000 during 2007,
$292,000 during 2006, and $414,000 in 2005. In addition, this law firm
received an indirect legal fee payment of $74,000 in 2005 from the proceeds
of the settlement of one of our claims.
Related Party
Transaction Policy
: Our Board of Directors recognizes that a Related
Party Transaction presents a potential risk of conflict of interest and,
therefore, has adopted a policy that is followed in connection with all Related
Party Transactions involving us. As a general matter, it is the preference of
the Board to avoid Related Party Transactions. However, the Board recognizes
that there may be situations where a Related Party Transaction may be consistent
with our best interests and our shareholders.
Our Audit
Committee charter requires that all Related Party Transactions must be submitted
to the Audit Committee for review and approval or disapproval (or ratification).
In determining whether to approve or disapprove a Related Party Transaction, the
Audit Committee will take into account, among other factors it deems
appropriate, whether the Related Party Transaction is on terms no less favorable
than terms generally available to an unaffiliated third-party under the similar
circumstances. The Audit Committee will also take into account the extent of the
Related Party’s interest in the transaction and whether the transaction is in
our best interests and our shareholders. The Chairperson of the Audit Committee
may approve or ratify a Related Party Transaction in between Committee meetings.
While our Audit Committee charter is in writing, our policy governing review and
approval of Related Party Transactions is simply an element of our routine Audit
Committee function and is not a formally written policy. Given the size of our
Company and the relatively small number of Related Party Transactions which our
Audit Committee reviews, our Board did not draft an additional set of guidelines
to be used by the Audit Committee in reviewing Related Party Transactions. Our
quarterly disclosure committee review process also includes a review of any
Related Party Transactions.
For this
section, a “Related Party” is: (1) any of our executive officers or directors,
(2) any nominee for election as a director, (3) any greater than 5 percent
beneficial owner of our common stock, (4) any immediate family member of any of
the foregoing, or (5) any entity which is owned or controlled by any of the
persons listed in (1), (2), (3) or (4) above.
A
“Related Party Transaction” is any transaction, arrangement or relationship (or
series of transactions, arrangements or relationships) in which Cavalier
(including subsidiaries) was, is or will be a participant, and in which any
Related Party had, has or will have a direct or indirect interest.
The
Company had no new Related Party Transactions in 2007. As noted above, we had
transactions in 2007 with Related Parties for relationships that began in prior
years. Due to the significance of the purchases from MSR, our Audit Committee
reviews and approves the overall pricing of products we purchase from MSR on an
annual basis. The Audit Committee does not review the other on-going Related
Party relationships noted above on an annual basis unless the nature, or
significance, of the relationship changes.
Section
16(a) Beneficial Ownership Reporting compliance
Our
executive officers, directors and beneficial owners of more than 10% of our
common stock are required under the Exchange Act to file reports of ownership
and changes in ownership with the Securities and Exchange Commission and the
American Stock Exchange. Copies of these reports must also be furnished to us.
We believe that during 2007 all applicable filing requirements were complied
with in a timely manner.
Other
Matters
The Board
of Directors does not know of any other business to be presented for
consideration at the Annual Meeting. If other matters properly come before the
Annual Meeting, the persons named in the accompanying form of proxy will vote
thereon in their best judgment.
|
|
CAVALIER
HOMES, INC.
|
|
|
|
|
|
/s/
Michael R. Murphy
|
|
|
Michael
R. Murphy
|
|
|
Secretary
|
Addison,
Alabama
April 7,
2008
CAVALIER
HOMES, INC. PROXY
THIS
PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
KNOW ALL MEN BY THESE
PRESENTS
, that the undersigned hereby appoints David A. Roberson and
Michael R. Murphy, or either of them, proxies of the undersigned, with full
power of substitution, to represent and to vote all shares of common stock of
Cavalier Homes, Inc. which the undersigned would be entitled to vote at the
Annual Meeting of Stockholders of Cavalier Homes, Inc., to be held on Tuesday,
May 20, 2008, beginning at 10:00 A.M., C.D.T., at The Summit Club, Suite 3100,
Regions Harbert Plaza, 1906 6
th
Avenue
North, Birmingham, Alabama and at any adjournment or postponement thereof, in
the following manner:
|
1.
|
ELECTION
OF DIRECTORS
|
|
|
¨
|
FOR
all nominees listed below
(except
as otherwise instructed below)
|
¨
|
AUTHORITY
WITHHELD
to
vote for all nominees listed below
|
|
|
Thomas
A. Broughton, III, Barry B. Donnell, Lee Roy Jordan, David A. Roberson,
Bobby Tesney and J. Don Williams
|
|
|
To
withhold authority to vote for any nominee, write that nominee's name in
the space provided below.
|
|
2.
|
PROPOSAL
TO RATIFY AND APPROVE THE APPOINTMENT OF CARR, RIGGS & INGRAM, LLC AS
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR CAVALIER HOMES,
INC.
|
|
|
¨
FOR
|
¨
AGAINST
|
¨
ABSTAIN
|
|
3.
|
OTHER
MATTERS
|
|
|
¨
|
In
their discretion, upon such other matters as may
properly
come before the meeting
|
¨
|
AUTHORITY
WITHHELD
to
vote upon such matters
|
|
|
|
(Sign on
the following page)
THIS PROXY WHEN PROPERLY EXECUTED
WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF
NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR THE ELECTION OF ALL NOMINEES
FOR DIRECTOR LISTED ON THE PREVIOUS PAGE, FOR ITEM 2 AND IN THE DISCRETION OF
THE PERSONS APPOINTED HEREIN UPON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE
THE MEETING OR ANY ADJOURNMENTS OR POSTPONEMENTS THEREOF
.
|
|
Dated:
, 2008
|
|
|
|
|
|
Signature
|
|
|
|
|
|
Signature
|
Please
sign this proxy exactly as your name appears hereon. When signing as executor,
administrator, trustee, corporate officer, etc., please give full title. In case
of joint owners, each joint owner should sign.
Please
Date, Sign and Return TODAY in the Enclosed Envelope.
No
Postage Required if Mailed in the United States.
Cavalier Homes (AMEX:CAV)
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から 1 2024 まで 1 2025
