Form 8-K - Current report

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 1, 2024

THE DIXIE GROUP, INC.

(Exact name of registrant as specified in its charter)

Tennessee

0-2585

62-0183370

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)


475 Reed Road	Dalton	Georgia	30720
(Address of principal executive offices)			(Zip Code)


(706)			876-5800
(Registrant's telephone number, including area code)

(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 (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o 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, $3 Par Value

DXYN

NASDAQ Stock Market, LLC

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 o

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. o

Item 5.07 Submission of Matters to a Vote of Security Holders

The 2024 annual meeting of the shareholders (the “meeting”) of the Dixie Group, Inc. (the “Company”) was held on May 1, 2024. The final voting results for each of the proposals submitted for vote by the shareholders are set forth below.

Proposal 1 - The number of Directors was set at six, and the individuals listed below were elected for a term of one year each, as follows:


	Votes For	Votes Against	Abstentions	Broker Non-Votes

William F. Blue, Jr.	26,557,558	2,907,852		3,864,642

Charles E. Brock	26,789,480	2,675,930		3,864,642

Daniel K. Frierson	26,940,371	2,525,039		3,864,642

D. Kennedy Frierson, Jr.	26,900,247	2,565,163		3,864,642

Hilda S. Murray	26,788,590	2,676,820		3,864,642

Michael L. Owens	27,894,675	1,570,735		3,864,642

Proposal 2 - Approval of the Company's Executive Compensation for its named executive officers ("Say-on-Pay")


Votes For	Votes Against	Abstentions	Broker Non-Votes

27,749,988	1,592,559	122,863	3,864,642

Proposal 3 - Approval of FORVIS, LLP to serve as independent registered public accountants of the Company for 2023.


Votes For	Votes Against	Abstentions	Broker Non-Votes

32,970,541	234,735	124,776	—

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.


Date: 5/15/2024						THE DIXIE GROUP, INC.

						By: /s/ Allen L. Danzey
						Allen L. Danzey
						Chief Financial Officer


Document and Entity Information

Entity Central Index Key			0000029332
Amendment Flag			False

Cover	May 15, 2024
Document Information [Line Items]
Document Type	8-K
Amendment Flag	false
Document Period End Date	May 01, 2024
Entity Registrant Name	THE DIXIE GROUP, INC.
Entity Incorporation, State or Country Code	TN
Entity File Number	0-2585
Entity Tax Identification Number	62-0183370
Entity Address, Address Line One	475 Reed Road
Entity Address, City or Town	Dalton
Entity Address, State or Province	GA
Entity Address, Postal Zip Code	30720
City Area Code	(706)
Local Phone Number	876-5800
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $3 Par Value
Trading Symbol	DXYN
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Entity Central Index Key	0000029332