Current Report Filing (8-k)

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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): February 19, 2021

CAVCO INDUSTRIES INC.

(Exact name of registrant as specified in its charter)

Delaware

000-08822

56-2405642

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

3636 North Central Avenue, Suite 1200

Phoenix

Arizona

85012

(Address of principal executive offices, including zip code)

Registrant's telephone number, including area code: [phone]

Not applicable

(Former name or former address, if changed from last report)

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:

☐			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 240.13e-4(c))

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

Title of each class			Trading Symbol(s)			Name of each exchange on which registered
Common Stock, par value $0.01			CVCO			The Nasdaq Stock Market LLC
						(Nasdaq Global Select Market)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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. ☐

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 19, 2021, the employment of Daniel L. Urness, Executive Vice-President, Chief Financial Officer and Treasurer with Cavco Industries, Inc. (the "Company") was mutually concluded. As previously disclosed by the Company in September 2020, Mr. Urness received a Wells Notice from the staff of the Securities and Exchange Commission relating to its pending investigation. Mr. Urness had been on leave since October 2020. The decision to separate was driven by Mr. Urness' ongoing need to focus on addressing the Wells Notice coupled with the Company’s need for an active Chief Financial Officer.

Consistent with Mr. Urness' Employment Agreement dated April 1, 2019, the Separation Agreement provides for: (i) a cash severance payment of $812,531; (ii) accelerated stock option award vesting; (iii) a pro-rata portion of unvested performance-based share awards with vesting to be determined based on actual performance as of the end of the applicable performance period; (iv) the payment of certain COBRA premiums; (v) certain confidentiality, non-solicitation, non-competition and cooperation provisions; and (vi) a Waiver and General Release of Claims.

Paul Bigbee, the Company's Chief Accounting Officer, will continue to act as the Company’s Principal Financial Officer and Principal Accounting Officer.

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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.

CAVCO INDUSTRIES, INC.
By:			/s/ Mickey R. Dragash
			Mickey R. Dragash Executive Vice President, General Counsel, Corporate Secretary & Chief Compliance Officer

Date: February 23, 2021