HVT project 1

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Illinois State University *

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341

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Finance

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May 4, 2024

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docx

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Student name : Gage Rauhut Company Name: Haverty Furniture I. Data gathering 1. The Chief Executive Officer (primarily proxy statements (DEF 14A) found on the EDGAR website). a) Who is the current CEO? How long has he/she been the CEO? Clarence H. Smith is the CEO and has been CEO since 2003. (DEF 14A) b) Is the CEO the founder of the company? If it is a “family-run” company, is the CEO a member of the family? If not, what was the career path of the CEO? The CEO is not the founder of the company; however, he is a member of the Haverty family. (DEF 14A) c) What was the CEO’s compensation over the past 3 years? Do you identify any unusual change in the CEO’s compensation package? Clarence’s total compensation over the past three years is $ 8,278,031. One unusual thing, while not a change, is that fact that over half of his compensation is not in equity. However, majority of compensation is either incentive-based or through equity. (DEF 14A) d) How much stock and options in the company does the CEO own? What percentage of total shares outstanding is controlled by the CEO? Clarence H. Smith owns 77,380 shares of common stock and 113,986 shares of Class A common stock. The CEO controls less than 1% of common stock and 8.9% of Class A common stock. (DEF 14A) 2. The Board of Directors (primarily DEF 14A) a) How many members serve on the board? There are nine members serving on the board of directors. (DEF 14A) 1
b) Who is on the Board of Directors? How long have they served? Mylle Mangum – since 1998 Alfredo Trujillo – since 2002 Rawson – Haverty – since 1991 Vicki Palmer – since 2001 Clarence Smith – since 1972 Mike Cote – since 2022 Derek G. Schiller – since 2020 G. Hough – since 2018 L. Dukes – since 2016 (marketscreener) c) Who is the Chairman of the Board of Directors? Is he/she the CEO of the company? Clarence H. Smith is the Chairman of the Board of Directors and he is the CEO of the company. (DEF 14A) d) How many are inside directors (i.e., managers or employees of the company)? Identify them. There are two inside directors. These are Clarence Smith and Rawson Haverty. (DEF 14A) e) How many directors are CEOs of other companies? Identify them. There are two directors that are Cos of other companies. Derek G. Schiller is the CEO of the Atlanta Braves and Mylle Mangum is the CEO if IBT Holdings. (DEF 14A) f) How many directors are also serving on the board of other companies? Identify them. All directors have experience in other boards, however the DEF 14A does not state whether it is current or former. (DEF 14A) 2
g) How are the directors compensated? Directors are compensated both in cash and in stock, with the majority of compensation coming from cash. (DEF 14A) h) Do any directors have large stock ownership in the company or find someone who does? Do any directors have no (or economically insignificant) stock ownership in the company? Only Rawson Haverty and Clarence Smith have significant stock ownership in the form of Class A common stock. All directors have less than 1% of stock ownership. (2.8% combined) (DEF 14A) 3. Share Voting Structure (DEF 14A or annual statements (10-K), finance.yahoo.com; etc.) a) Does the company have multiple classes of common stock (i.e., class A shares and class B shares)? If so, are there differences in voting rights across shares? The company has both Class A and common stock, more voting rights are given to class A common stockholders. Class A holders are were asked to elect 6 directors whereas common stock holders were only asked to elect 2. (DEF 14A) b) Approximately what percentage of shares is owned by insiders (management and employees of the company)? What percentage is owned by institutional investors? 10.14% of common stock is held by insiders and 89.72% is held by institutional investors. (yahoo finance) 4. Proxy Vote and Annual Meeting (DEF 14A) a) Many individual shareholders invest in the stocks of local companies. Where (city, state) was the most recent annual meeting held? Was the meeting held near the corporate headquarters? Do you feel this location made attending the annual meeting difficult for smaller shareholders? The meeting was held in Baltimore, Maryland. Haverty Furniture headquarters is in Atlanta, Georgia. So, this is not particularly close. I do feel this location would be hard for local smaller shareholders to attend. (DEF 14A) 3
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