legh_Current_Folio_8K

 

 

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):

November 8, 2019

 

 

 

 

LEGACY HOUSING CORPORATION

(Exact name of registrant as specified in its charter)

 

 

 

Delaware

001-38761

20-2897516

(State or Other Jurisdiction
of Incorporation)

(Commission
File Number)

(IRS Employer
Identification No.)

 

 

 

1600 Airport Freeway, #100, Bedford, Texas

76022

(Address of Principal Executive Offices)

(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: (817) 799-4900

 

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):

 

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

 

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

 

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

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

 

 

 

 

 

 

 

Title of each class:

    

Trading Symbol

    

Name of each exchange on which registered:

Common Stock ($0.001 par value)

 

LEGH

 

NASDAQ Global Market

 

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

 

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.

 

 

 

Item 5.07.Submission of Matters to a Vote of Security Holders.

On November 8, 2019 we held our annual meeting of stockholders.  The following matters were submitted to our stockholders for consideration (all of which were set forth in our definitive proxy statement on Schedule 14A filed with the SEC on October 2, 2019):

Proposal 1:  Election of five directors to our board of directors for a one-year term of office or until their successors are elected and qualified.

Proposal 2:  Ratification of the appointment of BKD, LLP as our independent registered public accounting firm for the year ending December 31, 2019.

Proposal 3:  Approval of Reincorporation of Legacy Housing Corporation to Texas.

We had 24,722,936 shares of common stock outstanding on August 13, 2019, the record date for the annual meeting.  At the annual meeting, holders of 19,686,029 shares of our common stock were present in person or represented by proxy.  The full voting results were as follows:

1.Election of Five Directors.  Our stockholders elected the five nominees listed in our definitive proxy statement to serve on our board of directors for a one-year term of office or until their successors are elected and qualified.  The results of the voting were as follows:

 

 

 

 

 

 

 

 

 

Votes For

 

 

Against

 

 

Abstained

 

 

 

 

 

 

Curtis D. Hodgson

18,831,449

 

0

 

854,580

 

 

 

 

 

 

Kenneth E. Shipley

18,877,138

 

0

 

808,891

 

 

 

 

 

 

Mark E. Bennett

18,808,928

 

0

 

877,101

 

 

 

 

 

 

John A. Isakson

18,851,536

 

0

 

834,503

 

 

 

 

 

 

Stephen L. Crawford

18,900,155

 

0

 

785,874

 

 

 

 

 

 

 

2.Ratification of the Independent Registered Public Accounting Firm.  Our stockholders ratified the appointment of BKD, LLP as our independent registered public accountants for the year ending December 31, 2019.  The results of the voting were as follows:

 

 

 

 

 

 

 

 

 

Votes For

 

 

Against

 

 

Abstained

 

 

 

 

 

 

 

19,560,138

 

63,750

 

62,141

 

3.Approval of Reincorporation of Legacy Housing Corporation to Texas.  Our stockholders voted for the reincorporation of our company to the State of Texas.  The results of voting were as follows:

 

Votes For

 

 

Against

 

 

Abstained

 

 

 

 

 

 

 

 

 

17,885,139

 

964,134

 

836,756

 

 

SIGNATURES

Pursuant to the requirement 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.

 

A

 

 

 

LEGACY HOUSING CORPORATION

 

 

 

 

Date: November 14, 2019

By:

/s/ Neal J. Suit

 

Name:

Neal J. Suit

 

Title:

Executive Vice President and General Counsel