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 Companys Board continues to evolve as it strives to identify, nominate, and appoint the best possible
candidates. In both its adopted Corporate Governance Guidelines and Nominating and Governance Committee Charter, the Board established diversity as an attribute in evaluating potential new directors. On February 2, 2021, the Board renewed its
commitment to diversity by adopting an amendment to its By-Laws which requires that, for all open and new seats on the Skyline Champion Corporation 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, one is female, one is from an underrepresented racial/ethnic group, and all have served
less than five years. The Boards 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 2024, with the search conducted in accordance with the Companys By-Laws and objectives.
The
Board has determined that Ms. 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 Ms. 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 committees 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 2, 2022, the Board held six (6) 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 was excused from attending one Board Meeting. During this same period, six (6) executive sessions of the Board were held. Members of the
Board are expected to attend and be present at the annual meeting of shareholders, and all then incumbent directors attended the 2021 annual meeting of shareholders.
|
|
|
|
|
|
|
2022 PROXY STATEMENT ANNUAL MEETING OF
SHAREHOLDERS |
|
11 |