PROPOSAL ONE: ELECTION OF DIRECTORS ⬛
The Board acknowledges the value of diversity across a broad spectrum of ethnicity, gender, experience, skills, and several other factors. The Company’s Board continues to evolve as it strives to identify, nominate, and appoint the best possible candidates. Through its By-Laws, Corporate Governance Guidelines, and Nominating and Governance Committee Charter, the Board established diversity as an attribute in evaluating potential new directors. The By-Laws provide that, for all open and new seats on the Skyline Champion Board of Directors, the Nominating and Governance Committee will require that the initial list of candidates from which it will select new management-supported director nominees include qualified diverse candidates, including but not limited to women and minority candidates. The Committee will direct any third-party consultant retained to assist in the selection to include such candidates in its initial list. Of the slate of eight independent director nominees, two are female, two are from an underrepresented racial/ethnic group, and only three have served longer than five years. The Board’s approach is to seek diversity broadly, including in experience and skillsets, and focus on assisting the Company to achieve its strategic initiatives for all stakeholders. The Board anticipates further board refreshment in fiscal 2025, with the search conducted in accordance with the Company’s By-Laws and objectives.
The Board has determined that Mses. Kelley and Nelson and Messrs. Anderson, Berman, Bernlohr, Capel, Kaufman, Patel, and Robinette are “independent directors” as that term is defined in the NYSE Listed Company Manual and under the Securities and Exchange Commission (“SEC”) rules and regulations.
In making this determination, the Board considered the relationships that Mses. Kelley and Nelson and Messrs. Anderson, Berman, Bernlohr, Capel, Kaufman, Patel, and Robinette have with the Company and all other facts and circumstances that the Board deemed relevant in determining their independence, including ownership interests in the Company and arrangements between the Company and the director or his or her affiliates.
Neither we nor any of our subsidiaries are party to any material proceedings to which any of our directors, officers, affiliates, 5% or more shareholders, or any of their respective associates are a party. We do not believe that any of our directors, officers, affiliates, 5% or more shareholders, or any of their respective associates are adverse to us or any of our subsidiaries or have a material interest that is adverse to us or any of our subsidiaries.
MEETINGS AND COMMITTEES
The Board has three standing committees: Audit, Compensation, and Nominating and Governance. Each committee is composed solely of independent directors as that term is defined in applicable rules of the SEC and the NYSE, and all members of the Compensation Committee qualify as “non-employee directors” as defined by Rule 16b-3 under the Securities Exchange Act of 1934 (the “Exchange Act”). Each committee has a charter that describes the committee’s responsibilities. These charters are available under the “Corporate Governance” link on our website at www.skylinechampion.com or upon written request to our Corporate Secretary at Skyline Champion Corporation, 755 West Big Beaver Road, Suite 1000, Troy, Michigan 48084.
During the fiscal year ended April 1, 2023, the Board held seven (7) meetings. Each incumbent director during that year attended each of the meetings of the Board and the committees of the Board on which he or she served during the period, except Mr. Berman and Mr. Robinette were each excused from attending one, but different, Audit Committee Meeting. During this same period, six (6) executive sessions of the Board were held, each with and without Mr. Yost present. Members of the Board are expected to attend and be present at the annual meeting of shareholders, and all then incumbent directors attended the 2022 annual meeting of shareholders except John Firth, who had been excused from attending and who had not been nominated to serve as a Director.
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2023 PROXY STATEMENT – ANNUAL MEETING OF SHAREHOLDERS |
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