Curtis D. Hodgson and Kenneth E. Shipley Selected to Join the
Company's Board of Directors
2009 Annual Meeting Date Reset for May 26, 2009
Cavalier Homes, Inc. (NYSE Amex: CAV) and the members of the Cavalier
Homes Committee for Change including Legacy Housing, LTD., Shipley
Brothers, LTD., Curtis D. Hodgson, Kenneth E. Shipley, and certain of
their affiliates, which beneficially own approximately 9.6% of
Cavalier's outstanding shares of common stock, today announced that they
have reached an agreement to settle the proxy contest relating to
Cavalier's 2009 Annual Meeting of Stockholders.
Under the terms of the agreement, Cavalier has increased the size of its
Board from eight to 10 directors and appointed Curtis D. Hodgson and
Kenneth E. Shipley to serve as directors of the Company for a term to
end no earlier than the Company's 2009 Annual Meeting of Stockholders.
Cavalier also has agreed that at its 2009 Annual Meeting, the Company
will nominate Hodgson and Shipley, along with the other members of its
Board of Directors, for election as directors of the Company for terms
expiring at the Company's 2010 Annual Meeting or until their successors
are duly elected and qualified.
As a condition of the agreement, the members of the Committee will end
their efforts to elect Michael R. O'Connor to the Board and have agreed
to immediately cease all efforts related to their own proxy solicitation.
In addition, Cavalier has agreed to reimburse the members of the
Committee for its actual out-of-pocket expenditures relating to the
proxy contest, up to a maximum reimbursable amount of $200,000. Both
Cavalier and the members of the Committee also have agreed to a mutual
release of claims in connection with the proxy contest.
In order to allow adequate time for the Company to notify its
stockholders of its newly proposed slate of 10 directors, Cavalier has
postponed the 2009 Annual Meeting of Stockholders until May 26, 2009,
beginning at 2:00 P.M., Central Daylight Time, at The Summit Club at the
Regions-Harbert Plaza, 1901 6th Avenue North, Suite 3100,
Birmingham, Alabama 35203.
"We are pleased to announce this mutually beneficial compromise with the
Cavalier Homes Committee for Change," said Barry B. Donnell, Chairman of
the Board of Directors of Cavalier. "This solution allows us to retain
experienced and dedicated board members that we believe have contributed
to our past success, and who will continue to play an important role in
guiding Cavalier in the challenging times ahead.
