⬛ PROPOSAL ONE: ELECTION OF DIRECTORS
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 four 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 annually evaluates the need for further board refreshment, with any search conducted in accordance with the Company’s By-Laws and objectives.
The Board has determined that Mses. Helgren and Kelley and Messrs. Anderson, Berman, 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. Helgren and Kelley and Messrs. Anderson, Berman, 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.
The Board and the Company believe that it is important to address concerns raised last year by some proxy and advisory firms with Mr. Anderson’s “independence.” Those concerns led to a significantly lower vote total for Mr. Anderson than in any prior year in which he was nominated for election.
From June 2015 through October 30, 2016, Mr. Anderson was President and Chief Executive Officer of Champion Holdings and Chief Executive Officer of Champion Home Builders, Inc. (“CHB”), then privately held. From November 1, 2016 to May 31, 2018, he served as Chief Executive Officer of both Champion Holdings and CHB, then still privately held. In connection with the merger of Champion Enterprises, LLC and Skyline Corporation as of June 1, 2018, he was named Chief Executive Officer of the resulting publicly traded entity, Skyline Champion Corporation, and was appointed to the Board of Directors.
As of June 1, 2019, Mr. Anderson retired as Chief Executive Officer of Skyline Champion. Mr. Anderson was overwhelmingly reelected to the Board in July 2019, 2020, 2021, and 2022, receiving the following vote tallies:
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Annual Meeting |
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Percent of Votes Cast |
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2019 |
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99.71% |
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2020 |
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99.61% |
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2021 |
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99.64% |
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2022 |
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99.24% |
From 2019 through June 2022, the Skyline Champion Board of Directors recognized that Mr. Anderson was not an “independent director” under the rules and regulations of the NYSE and SEC and thus did not appoint him to any of the Board’s three committees: Audit, Compensation or Nominating and Governance. After three years had lapsed since Mr. Anderson’s retirement as Chief Executive Officer of Skyline Champion, and following the July 2022 Annual Meeting of Shareholders, the Board evaluated Mr. Anderson’s independence and concluded that it was appropriate to appoint him to the Audit Committee for several reasons:
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Mr. Anderson’s career in the manufactured home industry and expertise in the financial services industry providing financing for manufactured housing, most of which occurred prior to his affiliation with Champion Holdings and CHB. |
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The Board acknowledged that Mr. Anderson met the audit committee experience and independence requirements under the applicable rules and regulations adopted by the NYSE and SEC. |
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12 |
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