hvt8k51211.htm

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:  May 12, 2011
(Date of earliest event reported:  May 9, 2011)


HAVERTY FURNITURE COMPANIES, INC.
(Exact name of registrant as specified in its charter)

Maryland
 
1-14445
 
58-0281900
(State or other jurisdiction of incorporation or organization)
 
(Commission File Number)
 
(I.R.S. Employer
  Identification No.)
         
780 Johnson Ferry Road, Suite 800,
Atlanta, Georgia 30342
(Address of principal executive officers) ( Zip Code)
Telephone number, including area code: (404) 443-2900


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 (17CFR240.14a-12)

o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17CFR240.14d-2(b))

o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17CFR240.13e-4(c))


 
 

 
 
Item 5.07          Submission of Matters to a Vote of Security Holders
 
(a) On May 9, 2011, Haverty Furniture Companies, Inc. held its annual meeting of stockholders. In the election of directors, the holders of shares of Class A common stock and common stock vote as separate classes in accordance with the Company's Charter and each holder is entitled to one vote for each share of stock.  For all other matters, the holders of shares of common stock and Class A common stock vote together as a single class and each holder of shares of common stock is entitled to one vote for each share of stock and Class A common stock is entitled to ten votes for each share of stock.  At the meeting of stockholders, a plurality of votes is required in the election of each class of directors and for all other matters approval requires an affirmative vote of a combined  majority of the votes cast.
 
(b) Stockholders voted on the matters set forth below.

Proposal 1:
Election of Class A Common Stock Directors.

The holders of Class A common stock elected all seven director nominees at the annual meeting to serve a one year term.  The voting results were as follows:

Nominee
 
For
   
Withheld
   
Broker Non-Vote
 
                   
John T. Glover
    2,677,709       10,801       328,891  
Rawson Haverty, Jr.
    2,677,709       10,801       328,891  
L. Phillip Humann
    2,677,709       10,801       328,891  
Mylle Mangum
    2,677,709       10,801       328,891  
Frank S. McGaughey, III
    2,639,879       48,631       328,891  
Clarence H. Smith
    2,677,709       10,801       328,891  
Al Trujillo
    2,677,709       10,801       328,891  


Proposal 2:     Election of Common Stock Directors.

The holders of common stock elected all three director nominees at the annual meeting to serve a one year term.  The voting results were as follows:

Nominee
 
For
   
Withheld
   
Broker Non-Vote
 
                   
Terrence F. McGuirk
    7,958,224       8,663,451       1,352,718  
Vicki R. Palmer
    16,566,722       54,953       1,352,718  
Fred L. Schuermann
    16,567,405       54,270       1,352,718  


Proposal 3:
Approval of an Advisory Resolution Regarding Compensation of our Named Executive Officers.

The stockholders approved the advisory resolution regarding compensation of our named executive officers. The voting results were as follows:

   
For
   
Against
   
Abstain
   
Broker Non-Vote
 
Approval of advisory resolution on executive compensation
    43,193,650       114,297       198,828       4,641,628  


 
 

 

Proposal 4:
Selection of the Frequency of Stockholder Votes on Executive Compensation.

The stockholders approved a frequency of every three years for a stockholder vote on executive compensation. The voting results were as follows:

   
3 years
   
2 Years
   
1 Year
   
Abstain
   
Broker Non-Vote
 
Selection of frequency of vote on executive compensation
    32,336,222       36,751       10,989,430       144,372       4,641,628  


Proposal 5:
Approval of an Amendment to the 2004 Long-Term Incentive Plan increasing the maximum number of shares of common stock reserved for issuance.

The stockholders approved the Amendment to the 2004 Long-Term Incentive Plan increasing the maximum number of shares of common stock reserved for issuance. The voting results were as follows:

   
For
   
Against
   
Abstain
   
Broker Non-Vote
 
Amendment to the 2004 Long-Term Incentive Plan
    42,963,159       397,309       146,307       4,641,628  


Proposal 6:
Ratification of Ernst & Young LLP as our independent auditor.

The stockholders ratified the selection of Ernst & Young LLP as our independent auditors for the fiscal year ending December 31, 2011.  The voting results were as follows:

   
For
   
Against
   
Abstain
   
Broker Non-Vote
 
Ratification of Ernst & Young LLP
    47,885,976       225,270       37,157        


 
(d) Disclosure Regarding Frequency of Stockholder Advisory Vote on Executive Compensation:
 
A majority of the votes cast by stockholders voted, on an advisory basis, to hold an advisory vote to approve executive compensation every three years. In line with this recommendation, the Board of Directors has decided that it will include an advisory stockholder vote on executive compensation in its proxy materials for our annual meeting of stockholders in 2014 and 2017. The next required advisory vote on the frequency of stockholder votes on executive compensation will occur no later than our annual meeting of stockholders in 2017.


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.
 

   
HAVERTY FURNITURE COMPANIES, INC.
     
May 12, 2011
By:
   
Jenny Hill Parker
Senior Vice President, Finance,
Secretary and Treasurer