def14a
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
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ý Definitive Proxy Statement |
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o Definitive Additional Materials |
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Soliciting Material Pursuant to §240.14a-12 |
Skyline Corporation
(Name
of Registrant as Specified In Its Charter)
(Name
of Person(s) Filing Proxy Statement, if other than the
Registrant)
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pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
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SEC 1913 (02-02) |
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TABLE OF CONTENTS
SKYLINE
CORPORATION
2520 By-Pass Road
P.O. Box 743
Elkhart, Indiana 46515
NOTICE
OF ANNUAL MEETING OF SHAREHOLDERS
September 21, 2009
NOTICE IS HEREBY GIVEN that the Annual Meeting of the
Shareholders of Skyline Corporation (Skyline) will
be held at the Emerald Room, in the Ramada Inn, 3011 Belvedere
Road, Elkhart, Indiana, on Monday, September 21, 2009, at
9:00 a.m., Eastern Daylight Time, for the following
purposes:
1. To elect a Board of Directors for the ensuing year, or
until their successors are elected and qualify.
2. To transact such other business as may properly come
before the meeting, or any adjournment thereof.
The Board of Directors has fixed the close of business on
July 23, 2009, as the record date for the determination of
shareholders entitled to notice of, and to vote at, said meeting.
By Order of the Board of Directors
Martin R. Fransted
Corporate Controller and Secretary
August 12, 2009
IF YOU DO NOT EXPECT TO ATTEND THE MEETING IN PERSON, PLEASE
SIGN, DATE AND PROMPTLY RETURN THE ENCLOSED PROXY IN THE
ACCOMPANYING ENVELOPE, WHICH REQUIRES NO POSTAGE IF MAILED IN
THE UNITED STATES.
SKYLINE
CORPORATION
2520 By-Pass Road,
P.O. Box 743
Elkhart, Indiana 46515
August 12, 2009
PROXY
STATEMENT
The enclosed proxy is solicited by the Board of Directors of
Skyline Corporation (Skyline) for use at the Annual
Meeting of Shareholders to be held September 21, 2009. The
shares represented by properly executed proxies received prior
to the meeting will be voted. If the shareholder directs in the
proxy how the shares are to be voted, they will be voted
accordingly. When no direction has been given by the
shareholder, it is the intention of the proxies named in the
proxy to vote the same in accordance with their best judgment.
Any proxy given may be revoked by the shareholder at any time
prior to the voting of the proxy. The approximate date on which
this proxy statement and the form of proxy are first sent or
given to security holders is August 12, 2009.
Important Notice Regarding the Availability of Proxy
Materials for the Annual Meeting of Shareholders to be Held on
September 21, 2009.
Skylines Annual Report to Shareholders, Proxy Statement,
and Proxy are available on the Internet at www.skylinecorp.com.
Please contact Martin R. Fransted at
(574) 294-6521
ext. 226 if you need to obtain directions on how to attend the
annual meeting and vote in person.
VOTING
SECURITIES
Only shareholders of record as of the close of business on
July 23, 2009, or their proxies are entitled to vote at the
meeting. As of that date, Skyline had outstanding
8,391,244 shares of Common Stock having one vote per share.
ELECTION OF
DIRECTORS
Each share of Common Stock is entitled to one vote, which means
that the holders of more than 50% of the shares voting for the
election of Directors can elect all of the Directors and approve
any other matter as may properly come before the meeting if they
choose to do so. While the Corporation does not have a policy
requiring Board members to attend the annual meeting,
traditionally all Directors have attended the annual meeting and
did so at the 2008 annual meeting.
1
Director Ronald F. Kloska died on May 16, 2009, reducing
the number of directors to seven. Skylines code of by-laws
requires a minimum of seven directors. It is proposed that seven
Directors be elected at the meeting, each to serve until the
next Annual Meeting of Shareholders and until his successor
qualifies and is elected.
It is intended that the votes authorized by the enclosed proxy
will be cast for the election of the seven nominees for
Directors whose names are set forth below. In the event that one
or more of the nominees shall unexpectedly become unavailable
for election, the votes will be cast, pursuant to authority
granted by the enclosed proxy, for such person or persons as may
be designated by the present Board of Directors or the Board may
be reduced accordingly. All of the nominees for whom the proxies
intend to vote have agreed to serve as Directors if elected.
Information about the nominees for election as Directors and the
beneficial ownership of Skyline Common Stock by directors as a
group is as follows:
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Shares of Skyline
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Common Stock
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Skyline
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Beneficially Owned
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Percent
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Name, Title, Address
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Director
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at July 2, 2009
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of
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and Principal Occupation
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Age
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Since
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Directly or Indirectly
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Class(2)
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ARTHUR J. DECIO
Mr. Decio served Skyline in
a consulting capacity from September 2001
until September 20, 2007.
Skyline Corporation
2520 By-Pass Road
Elkhart, Indiana 46514
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78
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1959
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1,477,784
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(1)
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17.6
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%
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THOMAS G. DERANEK
Chairman of the Board and Chief
Executive Officer
Skyline Corporation
2520 By-Pass Road
Elkhart, Indiana 46514
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73
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2001
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0
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JOHN C. FIRTH
4220 Edison Lakes Parkway
Mishawaka, Indiana 46545
President of Quality Dining, Inc., a
restaurant holding company which owns more than
170 restaurants in six states. Mr. Firth was
Executive Vice President, Principal Financial
Officer and General Counsel to Quality
Dining, Inc. from 2000 to 2005.
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51
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2006
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500
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JERRY HAMMES
2015 West Western Avenue
South Bend, Indiana 46629
President of Romy Hammes, Inc., a bank holding
company and real estate investment company,
South Bend, Indiana, and Chairman of Peoples
Bank of Kankakee County, a bank, Bourbonnais, Illinois.
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77
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1986
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13,000
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2
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Shares of Skyline
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Common Stock
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Skyline
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Beneficially Owned
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Percent
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Name, Title, Address
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Director
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at July 2, 2009
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of
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and Principal Occupation
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Age
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Since
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Directly or Indirectly
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Class(2)
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WILLIAM H. LAWSON
One Sarasota Tower,
Suite 408
Sarasota, Florida 34236
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72
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1975
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3,000
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DAVID T. LINK
Chaplain Indiana State Prison
1 Park Row
Michigan City, Indiana 46360
Dean Emeritus
Notre Dame Law School
University of Notre Dame
Notre Dame, Indiana 46556
Retired April 1, 2006 as President and CEO
International Centre for Healing and the Law
9292 W. KL Avenue
Kalamazoo, Michigan 49009
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72
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1994
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600
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ANDREW J. MCKENNA
8338 North Austin Avenue
Morton Grove, Illinois 60053
Chairman of Schwarz, a national printer,
converter and distributor of packaging and
promotional materials. Mr. McKenna is also
a director of Aon Corporation and Chairman
of McDonalds Corporation.
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79
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1971
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12,300
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ALL NOMINEES AND
OFFICERS AS A GROUP
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1,538,482
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18.3
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%
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(1)
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Includes 83,500 shares in The
Arthur J. Decio Foundation, a charitable foundation, of which
Mr. Decio is a trustee. Mr. Decio disclaims any
beneficial interest with respect to these shares.
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(2)
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Less than one percent unless
otherwise indicated.
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Skyline has standing Audit, Nominating and Governance and
Compensation Committees of the Board. Information about Board
and Committee meetings is as follows:
The Audit Committee consisted of Messrs. Hammes, Firth,
Kloska, Lawson and Link. It met five times as a full committee
during the fiscal year ended May 31, 2009. The Committee
meets with the accounting firm which conducts the annual audit
of Skylines financial statements, reviews auditors
recommendations, reviews the independence of Skylines
auditors and considers the range of audit and non-audit fees. It
also meets with the internal audit staff and Chief Financial
Officer, reviews the scope and adequacy of Skylines
internal auditing program and reports its findings to the Board
with any recommendations it considers appropriate.
Skylines Board of Directors has adopted a written charter
for the Audit Committee. The members of Skylines Audit
Committee are all independent as defined in the
applicable Listing Standards. Messrs. Hammes, Firth,
Kloska, Lawson and Link are all Audit Committee Financial
Experts.
3
The Nominating and Governance Committee consisted of
Messrs. McKenna, Firth, Hammes, Kloska, Lawson and Link,
all of whom are independent. It met twice during the last fiscal
year. Every member of the Nominating and Governance Committee
was present at all the meetings except one committee member
missed one committee meeting. The Nominating and Governance
Committee identifies individuals qualified to become Board
Members, and recommends that the Board nominates such
individuals for election to the Board at the next Annual Meeting
of Shareholders. This Committee also develops and reviews
Skylines corporate governance guidelines and makes
recommendations to the Board regarding the guidelines. The
Committee believes that candidates for directors should meet
certain minimum qualifications including being of the highest
ethical character and sharing the values of Skyline as reflected
in our Code of Business Conduct and Ethics, having reputations
both personal and professional consistent with the image and
reputation of Skyline, and being highly accomplished in their
respective fields with superior credentials and recognition and
having relevant experience and expertise. In general, persons
recommended by shareholders will be considered on the same basis
as candidates from other forums. The Committee retains the right
to modify these qualifications from time to time. Shareholders
may provide the Committee information on director candidates for
consideration by the Committee by writing a letter to Martin R.
Fransted, Secretary, at our principal executive office at 2520
By-Pass Road, P.O. Box 743, Elkhart, Indiana 46515
containing the respective candidates name, qualifications,
relevant experience, all information required pursuant to
Regulation 14A under the Securities Exchange Act of 1934,
and such candidates consent to serve as director. The
Committee retains absolute discretion and independence in
determining whether to recommend a candidate. These letters must
also identify the author as a shareholder of Skyline, and
clearly state that the intended recipients are all members of
the Nominating and Governance Committee. All such communications
received by the secretary will be delivered to members of the
Nominating and Governance Committee. Skyline has a written
charter for the Nominating and Governance Committee which is
posted to Skylines website at www.skylinecorp.com. The
committee charter is also available in paper form upon request
to the Skyline secretary.
The Compensation Committee consisted of Messrs. Lawson,
Firth, Hammes, Kloska, Link and McKenna. It met twice during the
last fiscal year. Every member of the Compensation Committee was
present at all the meetings except one committee member missed
one committee meeting. The functions of the Compensation
Committee are to discharge the Boards responsibilities
relating to compensation of Skyline executives, review and
approve corporate goals and objectives relevant to the Chief
Executive Officers compensation, evaluate Chief Executive
Officer performance in light of these goals and objectives and
set the Chief Executive Officers compensation
4
level based on this evaluation and to make recommendations to
the Board regarding incentive compensation plans, equity based
plans and to undertake any similar functions. Skyline has a
written charter for the Compensation Committee which is posted
to Skylines website at www.skylinecorp.com. The committee
charter is also available in paper form upon request to the
Skyline secretary.
The Board of Directors met five times during the last fiscal
year. Every Board member was present at all Board meetings and
meetings of all committees of which he was a member except one
Board member missed one Board meeting and two committee meetings.
Report of the
Audit Committee
The Audit Committee of Skylines Board of Directors has
reviewed and discussed Skylines audited financial
statements with management; has discussed with Skylines
independent registered public accounting firm Crowe Horwath LLP
the matters required to be discussed by Codification of
Statements on Auditing Standards, AU § 380, Statement
on Auditing Standards No. 61; has received from the
auditors disclosures regarding the auditors independence
as required by the applicable requirements of the Public Company
Accounting Oversight Board regarding the independent
accountants communications with the audit committee
concerning independence and has discussed with the auditors the
auditors independence; and has, based on the review and
discussions noted above, recommended to Skylines Board of
Directors that the audited financial statements be included in
Skylines Annual Report on
Form 10-K
for the fiscal year ended May 31, 2009 for filing with the
Securities and Exchange Commission. Skylines Board of
Directors has adopted a formal charter for the Audit Committee
setting forth its responsibilities. A current copy of the Audit
Committee Charter is available on our website at
www.skylinecorp.com. The committee charter is also available in
paper form upon request to the Skyline secretary.
Jerry Hammes, Chairman
John C. Firth
William H. Lawson
David T. Link
5
Audit
Fees
The aggregate fees billed for professional services rendered for
the audit of Skylines annual financial statements and
internal control over financial reporting for the last two
fiscal years ending May 31, 2008 and May 31, 2009 and
the reviews of the financial statements included in
Skylines
Forms 10-Q
and all services that are normally provided by the accountants,
Crowe Horwath LLP, in connection with statutory and regulatory
filings or engagements for those fiscal years were $282,000 for
the year ended May 31, 2008 and were $258,000 for the year
ended May 31, 2009.
Audit-Related
Fees
The aggregate fees billed by Crowe Horwath LLP for professional
services during the last two fiscal years for assurance and
related services that are reasonably related to the performance
of the audit or review of Skylines financial statements,
other than those reported as Audit Fees, were $31,000 for the
fiscal year ended May 31, 2008 and were $30,000 for the
fiscal year ended May 31, 2009.
Tax
Fees
The aggregate fees billed by Crowe Horwath LLP in each of the
last two fiscal years for professional services rendered for tax
compliance, tax advice, and tax planning were $15,000 for the
fiscal years ended May 31, 2008 and 2009. The services were
the review, assistance and preparation and signing of
Skylines consolidated Federal tax return. In addition,
$17,000 was paid in the fiscal year ended May 31, 2008 for
tax planning advice and filing of amended state tax returns.
All Other
Fees
The aggregate fees billed Skyline for services by Crowe Horwath
LLP, other than for services addressed under the captions
Audit Fees, Audit-Related Fees and
Tax Fees were $0 for the fiscal years ended
May 31, 2008 and 2009.
Pursuant to the Audit Committees preapproval policies and
procedures under 17 CFR 210.2-01(c)(7)(i)(C), all audit
engagements received explicit approval by the Audit Committee
after the Audit Committee received an adequate description of
the proposed engagement.
The percentage of the services addressed under the captions
Audit-Related Fees, Tax Fees and
All Other Fees that were preapproved by the Audit
Committee pursuant to 17 CFR 210.2-01(c)(7)(i) is 100%.
6
Code of Business
Conduct and Ethics
Skyline has Codes of Business Conduct and Ethics which apply to
all employees, officers and directors. The ethics policy is
posted on our website at www.skylinecorp.com and is available in
paper form upon request to the Skyline secretary.
New York Stock
Exchange Corporate Governance Listing Standards
On September 18, 2008, the certificate by Skylines
Chief Executive Officer provided for in Section 303A.12 of
the New York Stock Exchange Listing Company Manual was filed
with the New York Stock Exchange. The foregoing certification
was unqualified.
CERTAIN OTHER
BENEFICIAL OWNERS
The following persons, entities or group as
indicated are known to Skyline to own beneficially at least five
percent (5%) of Skylines common stock or are members of
management identified in the summary compensation table but who
are not on Skylines Board. The beneficial ownership of
Skyline common stock by the members of its Board and its
nominees for directors is shown in the table under
Election of Directors above.
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Shares of Skyline Common
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Name and Address
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Stock Beneficially Owned
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Percent of
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of Beneficial Owner
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at July 2, 2009
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Class(1)
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Met Investors Advisory LLC
610 Newport Center Drive, Suite 1350
Newport Beach, CA 92660
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1,632,200
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19.5
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%
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Third Avenue Management LLC
622 Third Avenue,
32nd
Floor
New York, New York 10017
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1,608,240
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19.2
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%
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Wells Fargo & Company
733 Marquette Avenue,
5th
Floor
Minneapolis, MN 55402
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970,205
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11.6
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%
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GAMCO Investors, Inc.
One Corporate Center
Rye, New York
10580-1435
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904,020
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10.8
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%
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Barclays Global Investors
45 Fremont Street
San Francisco, California 94105
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889,474
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10.6
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%
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7
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Shares of Skyline Common
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Name and Address
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Stock Beneficially Owned
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Percent of
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of Beneficial Owner
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at July 2, 2009
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Class(1)
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Dimensional Fund Advisors LP
1299 Ocean Avenue
Santa Monica, California 90401
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628,128
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7.5
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%
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Terrence M. Decio
Vice President, Marketing and Sales
2520 By-Pass Road
Elkhart, Indiana 46514
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30,080
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Christopher R. Leader
Vice President, Operations
2520 By-Pass Road
Elkhart, Indiana 46514
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1,000
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(1)
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Less than one percent (1%) if not
specified.
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SECTION 16(a)
BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Based solely on a review of forms provided to Skyline and on
certain written representations, Skyline is unaware of any
failure to file on a timely basis reports required by
Section 16(a) of the Exchange Act by any director, officer
or beneficial owner of more than ten percent of Skylines
common stock. Skyline knows of no transactions in Skyline
securities that were not timely reported as required during such
year.
COMPENSATION,
DISCUSSION AND ANALYSIS
The Compensation Committee of our Board of Directors
established, subject to the approval of the full Board of
Directors, the compensation for our Chief Executive Officer, our
Chief Financial Officer, and our three most highly compensated
executive officers whose total compensation for the fiscal year
ended May 31, 2009 exceeded $100,000. We refer to these
five individuals as the Named Executive Officers.
In determining compensation, the Compensation Committee takes
into account several factors, including compensation paid by our
competitors and compensation data for other industries. The
Compensation Committee also considers qualitative factors
bearing on an individuals experience, responsibilities,
management and job performance, to evaluate whether the demands
of a particular position are being
8
fulfilled effectively by the relevant individual. The
Compensation Committee evaluates the contributions to our
overall profitability performance during the last fiscal year,
leadership, effectiveness and commitment of each of our Named
Executive Officers, including our Chief Executive Officer.
Objectives and
Elements of Compensation Program
Our compensation program is intended to enable us to attract,
motivate, reward and retain the executive management talent
required to achieve corporate objectives. It is our policy to
reward exceptional performance and contributions to the
development of our business.
To attain these objectives, our compensation programs include a
competitive base salary coupled with the opportunity to
participate in a bonus pool, which is created based on the
performance of our business. Our Compensation Committee is
responsible for making recommendations to our Board of Directors
with respect to incentive based compensation plans and equity
based plans. For the fiscal year ended May 31, 2009, we did
not pay any long-term compensation or any non-cash compensation
to our Named Executive Officers. We have not utilized long-term
compensation or non-cash compensation programs from a desire to
keep our compensation system simple and straightforward.
Base Salary. The Compensation Committee sets salary
levels for Named Executive Officers so as to reflect the duties
and level of responsibilities inherent in the position and
current economic conditions relating to our business. In
establishing the salary level for a given position, the
Compensation Committee considers comparative salaries paid by
other companies in the industries in which we do business. The
Compensation Committee does not, however, target a specific
percentile range within the comparative group in setting
salaries of our Named Executive Officers. The Compensation
Committee also considers the particular qualifications and level
of experience of the individual holding the position in
establishing a salary level when the individual is first
appointed to a given position.
Annual Incentive Bonuses. We provide certain employees,
including the Named Executive Officers, the opportunity to earn
an annual incentive bonus based on an evaluation of the
employees individual performance and our performance,
which is based on earnings before interest and taxes. These
bonuses are discretionary, and no Named Executive Officer is
automatically entitled to a bonus or a bonus in any particular
amount. In considering bonuses for Named Executive Officers
other than the Chief Executive Officer, the Compensation
Committee consults with our Chairman
9
of the Board and Chief Executive Officer regarding instances of
exceptional effort demonstrated by an employee.
Potential Payments upon Termination or Change in Control.
We provide benefits on death, disability or retirement for
substantially all employees, including our Named Executive
Officers, pursuant to the Skyline Corporation and Affiliates
Employees Profit Sharing Plan. We also provide fixed
payment amounts to the Named Executive Officers over a ten-year
period upon retirement after age 60 or later or to the
Named Executive Officers estate upon death during active
employment with us. For more information, see the discussions
below under Defined Contribution Profit Sharing Plan
and Retirement Benefits.
10
EXECUTIVE
COMPENSATION
Summary Compensation Table
for fiscal years ended May 31,
2007-2009
The following table provides information about all compensation
awarded to, earned by or paid to our Named Executive Officers
during the fiscal years ended May 31,
2007-2009.
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All Other
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Name and
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Compensation
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Principal Position
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Year
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Salary ($)
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Bonus ($)
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($)*
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Total ($)
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Thomas G. Deranek
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2009
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300,000
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300,000
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Chairman and
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2008
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300,000
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300,000
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Chief Executive Officer
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2007
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300,000
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4,500
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304,500
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Terrence M. Decio**
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2009
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290,000
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290,000
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Vice President,
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2008
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290,000
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290,000
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Marketing and Sales
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2007
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290,000
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4,500
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294,500
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Christopher R. Leader
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2009
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235,000
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235,000
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Vice President, Operations
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2008
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235,000
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235,000
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2007
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235,000
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4,500
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239,500
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Bruce G. Page
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2009
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235,000
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235,000
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Vice President, Operations
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2008
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235,000
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235,000
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2007
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210,000
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4,500
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214,500
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Jon S. Pilarski
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2009
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200,000
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200,000
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Vice President, Finance,
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2008
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184,000
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184,000
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Treasurer and Chief Financial Officer
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2007
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128,000
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3,800
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131,800
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*
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Other compensation represents a vested contribution to the
Skyline Profit Sharing defined contribution plan described
below. There were no contributions made for the fiscal years
ended May 31, 2008 and 2009.
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**
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Terrence M. Decio is the son of Arthur J. Decio.
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Defined
Contribution Profit Sharing Plan
We have defined contribution profit sharing plans for hourly and
salaried workers, including the Named Executive Officers, that
provide benefits on death, disability or retirement for
substantially all employees. Employees become eligible as of the
June 1 or December 1 immediately following completion of six
months of employment. The amount we contribute under the plans
each year is at our discretion. The maximum contribution for any
participant, including any Named Executive Officer, may not
exceed 12% of the participants basic compensation, subject
to the maximum amount allowed by the Internal Revenue Code.
11
Upon retirement, death or permanent total disability, a
participant, including a Named Executive Officer, is entitled to
all of the funds credited to his or her account. In case of
termination of employment by resignation or discharge, the
participant is entitled to a percentage of the amount credited
to his or her account, ranging from 0% after one year of
employment to 100% after six years. We will use forfeitures
resulting from any employees termination of employment
prior to full vesting to reduce employer contributions. Net
investment earnings or net losses for each fiscal year are
allocated to the account of each participant in the same ratio
as the participants account balance bears to the total
account balances of all participants. We reserve the right to
modify, amend or terminate the plans. In the event of
termination of the plans, we must pay the entire amount
previously contributed under the plans to participants or their
beneficiaries and under no circumstances may those amounts
revert to Skyline.
Retirement
Benefits
for fiscal year ended May 31, 2009
We have entered into arrangements with certain employees,
including our Named Executive Officers, which provide for us to
pay benefits to the employees estates in the event of
death during active employment or to pay retirement benefits
over 10 years beginning at the date of retirement. We also
purchased life insurance contracts on the covered employees. The
cash surrender value of the insurance contracts are recorded as
a long-term other asset and the net present value of the maximum
potential benefit is recorded as a liability on our financial
statements.
12
The following table provides information on each plan that
provides for payments or other benefits in connection with a
Named Executive Officers retirement, excluding
tax-qualified and non-qualified defined contribution plans.
Executive
Retirement Benefit Table
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Maximum
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Present
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Annual
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Annual
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Potential
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Value of
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Named Executive
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Vesting
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Retirement
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Beneficiary
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Remaining
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Accumulated
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Officer
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Plan Name
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Age
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Amount($)
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Amount($)
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Balance($)
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Benefit($)
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Thomas G. Deranek
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Supplemental
Retirement
Benefits
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60
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75,000
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75,000
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750,000
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539,000
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Jon S. Pilarski
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Supplemental
Retirement
Benefits
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62
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60,000
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40,000
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600,000
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142,000
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Terrence M. Decio
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Supplemental
Retirement
Benefits
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60
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75,000
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75,000
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750,000
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449,000
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Bruce G. Page
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Supplemental
Retirement
Benefits
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65
|
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60,000
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40,000
|
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600,000
|
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296,000
|
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Compensation of
Directors
Directors who are not employees of Skyline receive an annual fee
of $20,000 payable in quarterly installments and receive $1,000
for each Board or Committee meeting attended, except the lead
director receives a fee of $30,000. The Chairman of the Audit
Committee receives $4,000 annually and the remaining members of
the Audit Committee receive $3,000 annually, payable in
quarterly installments. Chairmen of the other Board Committees
who are not employees of Skyline receive an additional $3,000
annually, and Committee members of the other Board Committees
who are not employees of Skyline receive an additional $2,000
annually, payable in quarterly installments.
13
Director
Compensation
for the fiscal year ended May 31, 2009
The following table summarizes payments made to directors for
the fiscal year ended May 31, 2009.
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Name
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|
|
Total Fees Earned or Paid in
Cash($)
|
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Arthur J. Decio
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|
|
|
20,000
|
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John C. Firth
|
|
|
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41,000
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Jerry Hammes
|
|
|
|
43,000
|
|
Ronald F. Kloska
|
|
|
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41,000
|
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William H. Lawson
|
|
|
|
42,000
|
|
David T. Link
|
|
|
|
38,000
|
|
Andrew J. McKenna
|
|
|
|
44,000
|
|
|
|
|
|
|
|
Directors who previously served as executive officers for
Skyline are eligible to receive supplemental retirement benefits
as indicated below.
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|
|
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|
|
|
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|
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|
|
|
|
|
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|
|
Maximum
|
|
|
|
Present
|
|
|
|
|
|
|
|
|
|
|
|
Annual
|
|
|
|
Annual
|
|
|
|
Potential
|
|
|
|
Value of
|
|
|
|
|
|
|
|
Vesting
|
|
|
|
Retirement
|
|
|
|
Beneficiary
|
|
|
|
Remaining
|
|
|
|
Accumulated
|
|
Named Director
|
|
|
Plan Name
|
|
|
Age
|
|
|
|
Amount($)
|
|
|
|
Amount($)
|
|
|
|
Balance($)
|
|
|
|
Benefit($)
|
|
Arthur J. Decio*
|
|
|
Supplemental
Retirement
Benefits
|
|
|
|
60
|
|
|
|
|
100,000
|
|
|
|
|
100,000
|
|
|
|
|
700,000
|
|
|
|
|
553,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
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*
|
In addition to the payments noted above, in the event of the
death of Arthur J. Decio, we have agreed to pay his survivor(s)
the sum of $2,700,000, which at present income tax rates would
result in after tax cost to the Corporation of approximately
$1,600,000. We are the owner and beneficiary of policies
insuring Arthur J. Decios life in the amount of $1,600,000.
|
Transactions with
Management
We did not participate in any transactions during the fiscal
year ended May 31, 2009 in which the amount involved
exceeded $120,000 and in which any related person had a direct
or indirect material interest.
14
Compensation
Committee Interlocks and Insider Participation
The following persons served as members of the Compensation
Committee of our Board of Directors during the fiscal year ended
May 31, 2009: William H. Lawson, John C. Firth, Jerry
Hammes, Ronald F. Kloska, David T. Link and
Andrew J. McKenna. Arthur J. Decio is a member of the
Board of Directors of Schwarz. Andrew J. McKenna is Chairman of
Schwarz.
Report of the
Compensation Committee
on Executive Compensation
The Compensation Committee has reviewed and discussed with
management the Compensation Discussion and Analysis included
above. Based on that review and discussion, the Compensation
Committee has recommended to our Board of Directors that the
Compensation Discussion and Analysis be included in this proxy
statement and incorporated by reference into our Annual Report
on
Form 10-K
for the fiscal year ended May 31, 2009. Each member of the
Compensation Committee is a director who is not an employee of
Skyline or any of our affiliates.
William H. Lawson, Chairman
John C. Firth
Jerry Hammes
David T. Link
Andrew J. McKenna
Being all the members of Skylines
Compensation Committee
15
DIRECTOR
INDEPENDENCE AND EXECUTIVE SESSIONS
The Board of Directors has affirmatively determined that each of
the five non-management Directors, Andrew J. McKenna, Jerry
Hammes, William H. Lawson, David T. Link, and John C. Firth is
an independent Director and therefore, that a majority of
Skylines seven-person Board of Directors is currently
independent as so defined. For this purpose, Skylines
Board adopted the following categorical standards based in part
on the New York Stock Exchange Corporate Governance Listing
Standards approved by the SEC on November 4, 2003, and
additional categories considered appropriate by the Board:
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1.
|
No Director qualifies as independent unless the
Board affirmatively determines that the Director has no material
relationship with Skyline or any of its subsidiaries (either
directly or as a partner, shareholder or officer of an
organization that has a relationship with Skyline or its
subsidiaries);
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|
2.
|
A Director who is an employee, or whose immediate family member
is an executive officer of Skyline or any of its subsidiaries,
is not independent until three (3) years after the end of
such employment relationship;
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|
3.
|
A Director who receives, or whose immediate family member
receives, more than $100,000 per year in direct compensation
from Skyline or any of its subsidiaries, other than Director and
committee fees and pension or other forms of deferred
compensation for prior service (provided such compensation is
not contingent in any way on continued service), is not
independent until three (3) years after he or she ceases to
receive more than $100,000 per year in such compensation;
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4.
|
A Director who is affiliated with or employed by, or whose
immediate family member is affiliated with or employed in a
professional capacity by a present or former internal or
external auditor of our company or any of its subsidiaries, is
not independent until three (3) years after the
end of the affiliation or the employment or auditing
relationship;
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5.
|
A Director who is employed, or whose immediate family member is
employed, as an executive officer of another company when any of
Skyline or any of its subsidiaries present executives
serve on that other companys compensation committee is not
independent until three (3) years after the end
of such service or the employment relationship;
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6.
|
A Director who is an executive officer or an employee, or whose
immediate family member is an executive officer, of a company
that makes payments to, or receives payment from, Skyline or any
of its subsidiaries for property or
|
16
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services in an amount which, in any single fiscal year, exceeds
the greater of $1,000,000 or 2% of such other companys
consolidated gross revenues, is not independent
until three (3) years after falling below such
threshold; and
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7.
|
The Board has determined that there are no relationships between
Skyline and the Directors classified as independent other than
service on Skylines Board of Directors and compensation
paid to such Directors.
|
The foregoing independence determination of the Board of
Directors also included the conclusions of the Board that:
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|
1.
|
Each of the members of the Audit Committee, Nominating and
Governance Committee, and Compensation Committee listed above is
respectively independent under the standards listed above for
purposes of membership on each of these committees; and
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|
2.
|
Each of the members of the Audit Committee also meets the
additional independence requirements under SEC.
Rule 10A-3(b).
|
Mr. McKenna is currently serving as the lead
independent Director for purposes of scheduling and setting the
agenda for executive sessions of the independent Directors. It
is presently contemplated that there will be regular executive
sessions during the fiscal year ending May 31, 2010 in
conjunction with regularly scheduled Board meetings, in addition
to the separate meetings of the key standing committees of the
Board of Directors. There were two executive sessions in the
fiscal year ending May 31, 2009.
Our Board of Directors has adopted a statement of governance
principles that is available on our Companys website at
www.skylinecorp.com and is available in paper form upon request
to the Skyline secretary.
INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
Skylines independent registered public accounting firm is
Crowe Horwath LLP. It is expected that representatives of Crowe
Horwath LLP will be present at the meeting of shareholders, will
have the opportunity to make a statement if they so desire and
will be available to respond to appropriate questions.
COMMUNICATIONS
WITH DIRECTORS
Skyline provides for a procedure for shareholders and other
interested parties to communicate with the Board. Communications
may be sent to the attention of the Board Members or Committees
in care of board@skylinecorp.com.
17
SHAREHOLDER
PROPOSALS
To be considered for inclusion in next years proxy
statement, shareholder proposals must be received at
Skylines principal executive offices not later than the
close of business on April 14, 2010. For any proposal that
is not submitted for inclusion in next years proxy
statement (as described in the preceding sentence) but instead
is sought to be presented directly at next years annual
meeting, Securities and Exchange Commission Rules permit
management to vote proxies in its discretion if (a) Skyline
received notice of the proposal before the close of business on
June 29, 2010 and advises shareholders in next years
proxy statement about the nature of the matter and how
management intends to vote on such matters, or (b) does not
receive notice of the proposal prior to the close of business on
June 29, 2010.
Notice of intention to present proposals at the 2010 Annual
Meeting should be addressed to:
Jon S. Pilarski
Vice President, Finance, Treasurer and
Chief Financial Officer
Skyline Corporation
2520 By-Pass Road
Elkhart, Indiana 46514
Skyline reserves the right to reject, rule out of order, or take
other appropriate action with respect to any proposal that does
not comply with these and other applicable requirements.
18
MISCELLANEOUS
As of the date of this Proxy Statement, the Board of Directors
knows of no other business which will be presented for
consideration at the annual meeting. However, if other proper
matters are presented at the meeting, it is the intention of the
proxies named in the enclosed proxy to take such action as shall
be in accordance with their best judgment.
The expense of this solicitation, including the cost of
preparing and mailing this Proxy Statement and accompanying
material, will be paid by Skyline. Skyline expects to pay
approximately $7,000 to Georgeson, Inc. as compensation for the
solicitation of proxies, and may reimburse brokers and others
for their expense for sending proxy material to principals for
the purpose of obtaining signed proxies. In addition,
solicitation may be by mail, telephone, fax and personal
interview by regularly engaged officers of Skyline who will not
be additionally compensated therefor.
Shareholders are respectfully requested to date, sign and return
promptly the enclosed proxy in the enclosed envelope. No postage
is required if mailed in the United States.
By Order of the
Board of Directors
Martin R. Fransted
Corporate Controller and Secretary
19
IMPORTANT: Please
mark, sign, date and promptly return this proxy using the
enclosed envelope.
PROXY
SKYLINE CORPORATION
THIS PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby
appoints Jon S. Pilarski and Michael J. Wolter as proxies, each
with the power to appoint a substitute, and hereby authorizes
them, or either of them, to appear and to vote as designated
below, all the shares of common stock held of record by the
undersigned on July 23, 2009, at the Annual Meeting of
Shareholders of Skyline Corporation, to be held at the Emerald
Room, in the Ramada Inn, 3011 Belvedere Road, Elkhart, Indiana,
on Monday, September 21, 2009, at 9:00 a.m., Eastern
Daylight Time, and at any adjournments thereof.
1. ELECTION OF DIRECTORS
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NOMINEES: Arthur J. Decio, Thomas
G. Deranek, John C. Firth, Jerry Hammes, William H. Lawson,
David T. Link, and Andrew J. McKenna
|
Mark Only One Box:
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o FOR
all nominees listed above; except vote
withheld with respect to nominee/s listed below (if any).
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o WITHHOLD
AUTHORITY to vote for ALL nominees listed above.
|
2. At their discretion, the
proxies are authorized to vote upon such other business as may
properly come before the meeting.
(Continued and to be signed on
other side)
(Continued from other
side)
THIS PROXY, WHEN PROPERLY
EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE
UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THE PROXY WILL
BE VOTED FOR THE ABOVE PROPOSALS.
Important Notice
Regarding the Availability of Proxy Materials for the Annual
Meeting of Shareholders to be Held on September 21,
2009. Skylines Annual Report to Shareholders, Proxy
Statement, and Proxy are available on the Internet at
www.skylinecorp.com.
The undersigned hereby
acknowledges receipt of the Notice of Annual Meeting of
Shareholders and the Proxy Statement furnished therewith, both
of which are dated August 12, 2009.
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Dated: August 12, 2009
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Please Print:
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Signature
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Name
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Name
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Signature
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Address
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Date:
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Address
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City, State, Zip Code
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Please sign exactly as name appears
hereon. Where shares are held by joint tenants, both should
sign. When signing as attorney, executor, administrator, trustee
or guardian, please give full title as such. If a corporation,
please sign in full corporate name by President or other
authorized officer. If a partnership, please sign in partnership
name by authorized person.