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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Dixie Group Inc | NASDAQ:DXYN | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.0099 | 1.51% | 0.665 | 0.65 | 0.6739 | 0.68 | 0.6502 | 0.6563 | 3,537 | 18:38:24 |
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Check the appropriate box:
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to Section 240.14a-12
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Payment of Filing Fee (Check the appropriate box):
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No fee required.
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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1)
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Title of each class of securities to which transaction applies:
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2)
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Aggregate number of securities to which transaction applies:
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3)
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined):
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4)
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Proposed maximum aggregate value of transaction:
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5)
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Total fee paid:
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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1)
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Amount Previously Paid:
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2)
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Form, Schedule or Registrant Statement No.:
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3)
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Filing Party:
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4)
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Date Filed:
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1.
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To elect nine individuals to the Board of Directors for a term of one year each;
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2.
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To cast an advisory vote on the Company’s Executive Compensation for its named executive officers (“Say-on-Pay”);
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3.
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To ratify appointment of Dixon Hughes Goodman LLP to serve as independent registered public accountants of the Company for 2017; and
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4.
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Such other business as may properly come before the Annual Meeting of Shareholders or any adjournment thereof.
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Name and Address of Beneficial Owner
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Title of Class
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Number of Shares Beneficially Owned(1)(2)
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% of Class
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Daniel K. Frierson
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111 East and West Road
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Common Stock
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1,005,634
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(3)
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6.2
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%
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Lookout Mountain, TN 37350
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Class B Common Stock
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870,714
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(4)
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100.0
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%
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Dimensional Fund Advisors, L.P.
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Palisades West, Building One,
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6300 Bee Cave Road
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Common Stock
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1,091,102
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(5)
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7.2
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%
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Austin, TX 78746
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Hodges Capital Holdings, Inc.
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2905 Maple Avenue
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Common Stock
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2,280,660
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(6)
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15.0
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%
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Dallas, TX 75201
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Royce & Associates, LLC
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745 Fifth Avenue
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Common Stock
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1,366,631
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(7)
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9.0
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%
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New York, NY 10151
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Robert E. Shaw
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115 West King Street
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Common Stock
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1,125,000
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(8)
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7.4
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%
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Dalton, GA 30722-1005
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Wells Fargo & Company, on behalf of the
following subsidiaries:
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Wells Capital Management Incorporated
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Wells Fargo Fund Management, LLC
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Wells Fargo Clearing Services, LLC
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420 Montgomery Street
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Common Stock
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1,554,810
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(9)
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10.2
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%
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San Francisco, CA 94163
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Additional Directors and Executive Officers
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Title of Class
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Number of Shares Beneficially Owned (1)
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% of Class
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William F. Blue, Jr.
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Common Stock
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18,091
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(10)
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*
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Charles E. Brock
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Common Stock
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10,941
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(11)
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*
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Paul B. Comiskey
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Common Stock
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106,486
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(12)
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*
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W. Derek Davis
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Common Stock
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73,222
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(13)
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*
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Jon A. Faulkner
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Common Stock
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139,522
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(14)
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*
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D. Kennedy Frierson, Jr.
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Common Stock
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214,487
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(15)
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1.4
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%
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Class B Common Stock
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180,700
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(4)
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20.8
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%
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E. David Hobbs
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Common Stock
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7,259
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(16)
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*
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Walter W. Hubbard
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Common Stock
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21,801
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(17)
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*
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Lowry F. Kline
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Common Stock
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54,299
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(18)
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*
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V. Lee Martin
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Common Stock
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30,381
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(19)
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*
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Hilda S. Murray
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Common Stock
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10,941
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(20)
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*
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John W. Murrey, III
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Common Stock
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40,079
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(21)
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*
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Michael L. Owens
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Common Stock
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6,775
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(22)
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*
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All Directors, Named Executive Officers and
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Common Stock
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1,556,333
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(23)
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9.6
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%
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Executive Officers as Group (14 Persons) **
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Class B Common Stock
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870,714
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(24)
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100.0
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%
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(1)
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Under the rules of the Securities and Exchange Commission and for the purposes of these disclosures, a person is deemed to be a “beneficial owner” of a security if that person has or shares “voting power,” which includes the power to vote or to direct the voting of such security, or “investment power,” which includes the power to dispose or to direct the disposition of such security. Under these rules, more than one person may be deemed to be a beneficial owner of the same securities. The Class B Common Stock is convertible on a share-for-share basis into shares of Common Stock, and accordingly, outstanding shares of such stock are treated as having been converted to shares of Common Stock for purposes of determining both the number and percentage of class of Common Stock for persons set forth in the table who hold such shares.
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(2)
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Does not include 244,775 shares of Common Stock owned by The Dixie Group, Inc. 401(k) Retirement Savings Plan (the “401(k) Plan”) for which Daniel K. Frierson is a fiduciary and for which T. Rowe Price Trust Company serves as Trustee. Participants in the 401(k) Plan may direct the voting of all shares of Common Stock held in their accounts, and the Trustee must vote all shares of Common Stock held in the 401(k) Plan in the ratio reflected by such direction. Participants may also direct the disposition of such shares. Accordingly, for purposes of these disclosures, shares held for participants in the 401(k) Plan are reported as beneficially owned by the participants.
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(3)
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Mr. Daniel K. Frierson's beneficial ownership of Common Stock and Class B Common Stock may be summarized as follows:
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Number of Shares Common Stock
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Number of Shares Class B Common Stock
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Shares held outright
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3,263
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405,306
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(a)
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Shares held in his Individual Retirement Account
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3,567
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(a)
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17,061
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(a)
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Shares held in 401(k) Plan
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796
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(a)
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—
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Shares held by his wife
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—
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94,879
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(c)
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Shares held by his children, their spouses and grandchildren
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55,690
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(b)
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230,072
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(c)
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Unvested restricted stock
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21,404
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(a)
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117,910
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(a)
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Shares held by family Unitrust
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—
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5,486
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(a)
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Options to acquire Common Stock, exercisable within 60 days
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50,000
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(a)
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—
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Deemed conversion of his Class B Common Stock
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870,714
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—
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Total
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1,005,434
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870,714
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(4)
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The 870,714 includes 324,951
shares of Class B Common Stock are held subject to a Shareholder's Agreement among Daniel K. Frierson, his wife, two of their five children (including D. Kennedy Frierson, Jr.) and certain family trusts which hold Class B Common Stock, pursuant to which Daniel K. Frierson has been granted a proxy to vote such shares. The Shareholder's Agreement relates only to shares of Class B Common Stock held by each of the parties to the agreement. Pursuant to the agreement Daniel K. Frierson is granted a proxy to vote such shares of Class B Common Stock so long as they remain subject to the agreement. The Class B Common Stock is convertible on a share for share basis in to shares of Common Stock; however, upon conversion such shares are no longer subject to the agreement. Nevertheless, the parties to the agreement may be deemed to be members of a "group" for purposes of Section 13(d) of the act and for purposes of reporting beneficial ownership of the Common Stock of The Dixie Group, Inc., and accordingly Daniel K. Frierson, and the other parties to the agreement have jointly filed a report on Schedule 13(d) reporting beneficial ownership of the Common Stock which they own.
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(5)
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Dimensional Fund Advisors, L.P. has reported beneficial ownership of an aggregate of 1,091,102 shares of Common Stock, as follows: 1,071,615 shares of Common Stock, for which it has sole voting power, and 1,091,102 shares of Common Stock for which it has sole dispositive power. The reported information is based upon the Schedule 13G filed by Dimensional Fund Advisors, L.P. with the Securities and Exchange Commission on February 9, 2017.
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(6)
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Hodges Capital Holdings, Inc. Craig Hodges, First Dallas Securities, Inc., Hodges Capital Management, Inc., Hodges Fund, Hodges Pure Contrarian Fund, and Hodges Small Fund has reported beneficial ownership of an aggregate of 2,280,660 shares of Common Stock. Hodges Capital Holdings, Inc. reports having shared voting power of 1,903,855 and 2,280,666 shared dispositive power. The reported information is based upon the Schedule 13G filed by Hodges Capital Holdings, Inc. with the Securities and Exchange Commission on February 17, 2017.
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(7)
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Royce & Associates LLC has reported beneficial ownership of 1,366,631 shares of Common Stock for which it has sole dispositive power and sole voting power. The reported information is based upon the Schedule 13G filed by Royce & Associates LLC with the Securities and Exchange Commission on January 6, 2017.
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(8)
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Robert E. Shaw has reported the beneficial ownership of an aggregate of 1,125,000 shares of Common Stock for which he has 1,125,000 shared voting power and 1,125,000 shared dispositive power. The reported information is based upon the 13G filed by Mr. Shaw with the Securities and Exchange Commission on February 8, 2017.
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(9)
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Wells Fargo & Company has reported the beneficial ownership of an aggregate of 1,554,810 shares of Common Stock, on behalf the following subsidiaries: Wells Capital Management Incorporated, Wells Fargo Funds Management, LLC, and Wells Fargo Clearing Services, LLC. It has reported 764,313 shares of Common Stock for which it has shared voting power. The reported information is based on a Form 13G filed on January 9, 2017.
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(10)
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Mr. William F. Blue's beneficial ownership may be summarized as follows:
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Number of Shares Common Stock
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Shares held outright
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11,529
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Performance Units, convertible into shares of Common Stock on retirement as a director
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6,562
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Total
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18,091
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(11)
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Mr. Charles E. Brock's beneficial ownership may be summarized as follows:
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Number of Shares Common Stock
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Shares held outright
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—
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Performance Units, convertible into shares of Common Stock on retirement as a director
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10,941
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Total
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10,941
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(12)
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Mr. Paul B. Comiskey's beneficial ownership may be summarized as follows:
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Number of Shares Common Stock
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Shares held outright
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39,023
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Unvested Restricted Stock
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48,663
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Held in 401(k) Plan
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800
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Exercisable Stock Options
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18,000
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Total
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106,486
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(13)
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Mr. W. Derek Davis's beneficial ownership may be summarized as follows:
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Number of Shares Common Stock
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Shares held outright
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47,502
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Shares held by his wife
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4,500
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Unvested Restricted Stock
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14,463
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Held in 401(k) Plan
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4,257
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Exercisable Stock Options
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2,500
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Total
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73,222
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(14)
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Mr. Jon A. Faulkner's beneficial ownership may be summarized as follows:
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Number of Shares Common Stock
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Shares held outright
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54,033
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Unvested Restricted Stock
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74,489
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Exercisable Stock Options
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11,000
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Total
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139,522
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(15)
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Mr. D. Kennedy Frierson Jr.'s beneficial ownership may be summarized as follows:
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Number of Shares Common Stock
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Number of Shares Class B Common Stock
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Shares held outright
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—
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85,140
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(a)
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Shares held by his wife
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100
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|
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—
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Shares held in trust(s) for children
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2,585
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12,000
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(a)
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Shares held in 401(k)
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2,301
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—
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Unvested Restricted Stock
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6,801
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83,560
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(a)
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Options to acquire Common Stock, exercisable within 60 days
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22,000
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—
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Deemed conversion of Class B Stock
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180,700
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—
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(a)
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Total
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214,487
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180,700
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(a)
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Subject to Shareholder's Agreement described in Note (4), above. Mr. Kennedy Frierson has sole investment power, and no voting power with respect to such shares.
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Number of Shares Common Stock
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Shares held outright
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2,364
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Unvested Restricted Stock
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4,895
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Total
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7,259
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(17)
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Mr. Walter W. Hubbard's beneficial ownership may be summarized as follows:
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Number of Shares Common Stock
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Shares held outright
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—
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Performance Units, convertible into shares of Common Stock on retirement as a director
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21,801
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Total
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21,801
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(18)
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Mr. Lowry F. Kline's beneficial ownership may be summarized as follows:
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Number of Shares Common Stock
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Shares held outright
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31,198
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Performance Units, convertible into shares of Common Stock on retirement as a director
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23,101
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Total
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54,299
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(19)
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Mr. V. Lee Martin resigned from the company on September 15, 2016. His beneficial ownership may be summarized as follows:
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Number of Shares Common Stock
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Shares held outright
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30,381
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Unvested Restricted Stock
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—
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Total
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30,381
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(20)
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Ms. Hilda S. Murray's beneficial ownership may be summarized as follows:
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Number of Shares Common Stock
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Shares held outright
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—
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Performance Units, convertible into shares of Common Stock on retirement as a director
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10,941
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Total
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10,941
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(21)
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Mr. John W. Murrey's beneficial ownership may be summarized as follows:
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Number of Shares Common Stock
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Shares held outright
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3,468
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Performance Units, convertible into shares of Common Stock on retirement as a director
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36,111
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Held by wife
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500
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Total
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40,079
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(22)
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Mr. Michael L. Owens' beneficial ownership may be summarized as follows:
|
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Number of Shares Common Stock
|
|
Shares held outright
|
—
|
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Performance Units, convertible into shares of Common Stock on retirement as a director
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6,775
|
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Total
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6,775
|
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(23)
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Includes: (i) 221,579 shares of Common Stock owned directly by individuals in this group; (ii) 8,154 shares of Common Stock allocated to accounts in the 401(k) Plan of members of this group; (iii) options, which are either immediately exercisable, or exercisable within 60 days of the Record Date to purchase 103,500 shares of Common Stock; (iv) 116,232 shares of Common Stock held pursuant to performance units issued as payment of one-half of the annual retainer for the Company's non-employee directors; (v) 60,690 shares of Common Stock owned by immediate family members of certain members of this group; (vi) 3,567 shares held in individual retirement accounts; (vii) 170,715 unvested restricted shares of Common Stock held by individuals in this group, which shares may be voted by such individuals; and (viii)
870,714 shares of Class B Common Stock held by individuals in this group, that could be converted on a share for share basis into shares of Common Stock.
|
(24)
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Includes: (i) 870,714 shares of Class B Common Stock held subject to the Shareholder Agreement described in Note (4) above.
|
•
|
at all times at least a majority of directors must be “independent” in the opinion of the Board as determined in accordance with relevant regulatory and NASD standards;
|
•
|
at all times at least three members of the Board must satisfy heightened standards of independence for Audit Committee members; and
|
•
|
at all times the Board should have at least one member who satisfies the criteria to be designated by the Board as an “audit committee financial expert”.
|
•
|
the parties to the transaction and their relationship to the Company, its directors and officers;
|
•
|
the terms of the transaction, including all proposed periodic payments; and
|
•
|
the direct or indirect interest of any related parties or any director, officer or associate in the transaction.
|
Name and Principal Position (a)
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Year (b)
|
Salary ($)(c)(1)
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Bonus ($)(d)(2)
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Stock Awards ($)(e)(3)
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Option Awards ($)(f)
|
Nonqualified Compensation Earnings ($)(h)(4)
|
All Other Compensation ($)(i)(5)
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Total ($) (j)
|
|||||||
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|||||||
Daniel K Frierson
Chief Executive Officer
|
2016
|
625,000
|
|
—
|
|
109,000
|
|
—
|
|
—
|
|
5,479
|
|
739,479
|
|
2015
|
625,000
|
|
—
|
|
1,102,427
|
|
—
|
|
—
|
|
5,004
|
|
1,732,431
|
|
|
2014
|
625,000
|
|
326,650
|
|
481,802
|
|
—
|
|
—
|
|
6,866
|
|
1,440,318
|
|
|
|
|
|
|
|
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|
|||||||
D. Kennedy Frierson, Jr. Chief Operating Officer
|
2016
|
320,000
|
|
—
|
|
97,664
|
|
—
|
|
—
|
|
5,479
|
|
423,143
|
|
2015
|
320,000
|
|
—
|
|
108,355
|
|
—
|
|
—
|
|
5,004
|
|
433,359
|
|
|
2014
|
320,000
|
|
148,532
|
|
222,460
|
|
—
|
|
—
|
|
6,597
|
|
697,589
|
|
|
|
|
|
|
|
|
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|
|||||||
Paul B. Comiskey
Vice President,
President Residential
|
2016
|
300,000
|
|
—
|
|
52,320
|
|
—
|
|
—
|
|
5,479
|
|
357,799
|
|
2015
|
300,000
|
|
—
|
|
325,349
|
|
—
|
|
—
|
|
5,004
|
|
630,353
|
|
|
2014
|
300,000
|
|
151,174
|
|
217,224
|
|
—
|
|
—
|
|
6,755
|
|
675,153
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Jon A. Faulkner, Chief Financial Officer
|
2016
|
270,000
|
|
—
|
|
70,632
|
|
—
|
|
—
|
|
5,389
|
|
346,021
|
|
2015
|
270,000
|
|
—
|
|
78,363
|
|
—
|
|
—
|
|
5,004
|
|
353,367
|
|
|
2014
|
270,000
|
|
127,003
|
|
188,743
|
|
—
|
|
—
|
|
6,634
|
|
592,380
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
W. Derek Davis, Vice President, Human Resources
|
2016
|
230,000
|
|
—
|
|
40,112
|
|
—
|
|
—
|
|
5,056
|
|
275,168
|
|
2015
|
230,000
|
|
—
|
|
44,505
|
|
—
|
|
—
|
|
5,004
|
|
279,509
|
|
|
2014
|
230,000
|
|
120,810
|
|
176,861
|
|
—
|
|
—
|
|
6,664
|
|
534,335
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
V. Lee Martin,
Vice President,
President Masland Contract (6)
|
2016
|
162,917
|
|
—
|
|
40,112
|
|
—
|
|
—
|
|
62,252
|
|
265,281
|
|
2015
|
230,000
|
|
—
|
|
44,505
|
|
—
|
|
—
|
|
4,907
|
|
279,412
|
|
|
2014
|
243,333
|
|
108,415
|
|
175,058
|
|
—
|
|
—
|
|
6,216
|
|
533,022
|
|
(1)
|
Includes all amounts deferred at the election of the Named Executive Officer.
|
(2)
|
Cash bonuses are shown in the year granted, not earned, because employment through year-end is a condition of earning the award. No cash incentive was earned for 2016.
|
(3)
|
Amounts reflect the aggregate grant date fair value computed in accordance with FASB ASC Topic 718 for the year presented of stock awards to the Named Executive Officers.
|
(4)
|
The Dixie Group does not provide above-market or preferential earnings on deferred compensation. The Named Executive Officers did not participate in any defined benefit or actuarial pension plans for the periods presented.
|
(5)
|
The following table is a summary and quantification of all amounts included in column (i).
|
Name (a)
|
Year (b)
|
Registrant Contributions to Defined Contributions Plans ($)(c)
|
Insurance Premiums ($)(d)
|
Other ($)(f) (1&2)
|
Total Perquisites and Other Benefits($)(g)
|
||||
|
|
|
|
|
|
||||
Daniel K. Frierson
|
2016
|
2,600
|
|
2,879
|
|
|
5,479
|
|
|
2015
|
2,125
|
|
2,879
|
|
|
5,004
|
|
||
2014
|
3,987
|
|
2,879
|
|
|
6,866
|
|
||
|
|
|
|
|
|
||||
D. Kennedy Frierson, Jr.
|
2016
|
2,600
|
|
2,879
|
|
|
5,479
|
|
|
2015
|
2,125
|
|
2,879
|
|
|
5,004
|
|
||
2014
|
3,987
|
|
2,610
|
|
|
6,597
|
|
||
|
|
|
|
|
|
||||
Paul B. Comiskey
|
2016
|
2,600
|
|
2,879
|
|
|
5,479
|
|
|
2015
|
2,125
|
|
2,879
|
|
|
5,004
|
|
||
2014
|
3,987
|
|
2,768
|
|
|
6,755
|
|
||
|
|
|
|
|
|
||||
Jon A. Faulkner
|
2016
|
2,600
|
|
2,789
|
|
|
5,389
|
|
|
2015
|
2,125
|
|
2,879
|
|
|
5,004
|
|
||
2014
|
3,987
|
|
2,647
|
|
|
6,634
|
|
||
|
|
|
|
|
|
||||
W. Derek Davis
|
2016
|
2,300
|
|
2,756
|
|
|
5,056
|
|
|
2015
|
2,125
|
|
2,879
|
|
|
5,004
|
|
||
2014
|
3,987
|
|
2,677
|
|
|
6,664
|
|
||
|
|
|
|
|
|
||||
V. Lee Martin
|
2016
|
2,300
|
|
2,452
|
|
57,500
|
|
62,252
|
|
2015
|
2,125
|
|
2,782
|
|
|
4,907
|
|
||
2014
|
4,000
|
|
2,216
|
|
|
6,216
|
|
(1)
|
No named Executive Officer received any tax reimbursement, discounted securities purchases, or payment or accrual on termination plans for the period presented.
|
Estimated Future Payouts Under Equity Incentive Plan Awards (1)
|
||||||
Name (a)
|
Grant Date (b)
|
|
|
Shares of Stock or Units (#) (i)
|
Grant Date Fair Value of Stock and Option Awards ($)
|
|
Securities Underlying Options (#) (j)
|
Base Price of Option ($/#) (k)
|
|||||
|
|
|
|
|
|
|
Daniel K. Frierson
|
3/11/2016
|
|
|
25,000
|
109,000
|
|
|
|
|
|
|
|
|
D. Kennedy Frierson, Jr.
|
3/11/2016
|
|
|
22,400
|
97,664
|
|
|
|
|
|
|
|
|
Paul B. Comiskey
|
3/11/2016
|
|
|
12,000
|
52,320
|
|
|
|
|
|
|
|
|
Jon A. Faulkner
|
3/11/2016
|
|
|
16,200
|
70,632
|
|
|
|
|
|
|
|
|
W. Derek Davis
|
3/11/2016
|
|
|
9,200
|
40,112
|
|
|
|
|
|
|
|
|
V. Lee Martin
|
3/11/2016
|
|
|
9,200
|
40,112
|
(1)
|
The amount set forth in the table reflects the grant date fair value of the award determined in accordance with FASB ASC Topic 718, with respect to the awards granted February 11, 2016.
|
|
Option Awards
|
Stock Awards
|
||||||
Name (a)
|
Number of Shares Acquired on Exercise (#)(b)
|
Value Realized on Exercise ($)(c) (1)
|
Number of Shares Acquired on Vesting (#)(d)
|
Value Realized on Vesting ($)(e)(2)
|
||||
Daniel K. Frierson
|
—
|
|
—
|
|
29,466
|
|
132,450
|
|
|
|
|
|
|
||||
D. Kennedy Frierson, Jr.
|
—
|
|
—
|
|
8,594
|
|
38,630
|
|
|
|
|
|
|
||||
Paul B. Comiskey
|
—
|
|
—
|
|
13,393
|
|
60,202
|
|
|
|
|
|
|
||||
Jon A. Faulkner
|
—
|
|
—
|
|
7,297
|
|
32,800
|
|
|
|
|
|
|
||||
W. Derek Davis
|
—
|
|
—
|
|
10,837
|
|
48,712
|
|
|
|
|
|
|
||||
V. Lee Martin
|
—
|
|
—
|
|
24,778
|
|
102,794
|
|
(1)
|
The value realized is calculated as average of the high and low price on the relevant exercise date minus the option price times the number of acquired shares.
|
Name (a)
|
Executive Contribution in Last FY ($)(b)(1)(2)
|
Registrant Contribution in Last FY ($)(c)(1)(2)
|
Aggregate Earnings in Last FY ($) (d)(1)(2)(3)
|
Aggregate Withdrawals/ Distributions ($)(e)
|
Aggregate Balance at Last FYE ($)(f)
|
|||||
Daniel K. Frierson
|
31,250
|
|
—
|
|
138,440
|
|
—
|
|
2,190,973
|
|
|
|
|
|
|
|
|||||
D. Kennedy Frierson, Jr.
|
19,200
|
|
—
|
|
42,351
|
|
—
|
|
492,233
|
|
|
|
|
|
|
|
|||||
Paul B. Comiskey
|
18,000
|
|
—
|
|
8,488
|
|
—
|
|
100,592
|
|
|
|
|
|
|
|
|||||
Jon A. Faulkner
|
32,400
|
|
—
|
|
79,161
|
|
—
|
|
1,269,218
|
|
|
|
|
|
|
|
|||||
W. Derek Davis
|
—
|
|
—
|
|
389
|
|
—
|
|
9,241
|
|
|
|
|
|
|
|
|||||
V. Lee Martin
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(1)
|
For each of the named executive officers, the entire amount reported in this column (b) is included within the amount report in column (c) of the 2016 Summary Compensation Table.
|
(2)
|
None of the amounts reported in this column (d) are reported in column (h) of the 2016 Summary Compensation Table because the Company does not pay guaranteed, above-market or preferential earnings on deferred compensation.
|
(3)
|
Amounts reported in this column (f) for each named executive officer include amounts previously reported in the Company's Summary Compensation Table last year when earned if that officer's compensation was required to be disclosed in the previous year. This total reflects the cumulative value of each named executive officer's deferrals and investment experience.
|
Option Awards
|
Stock Awards
|
||||||||||||
Name (a)
|
Exercisable(#)(b)
|
Unexercisable (#)(c)
|
Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Option (#)(d)
|
Option Exercise Price ($)(e)
|
Option Expiration Date (f)
|
Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(i)
|
Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(j)
|
||||||
|
|
|
|
|
|
|
|
||||||
Daniel K. Frierson
|
50,000
|
|
—
|
|
—
|
|
5.00
|
|
11/4/2019
|
|
139,314
|
|
501,530
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
||||||
D. Kennedy Frierson, Jr.
|
22,000
|
|
—
|
|
—
|
|
5.00
|
|
11/4/2019
|
|
90,361
|
|
325,300
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
||||||
Paul B. Comiskey
|
18,000
|
|
—
|
|
—
|
|
5.00
|
|
11/4/2019
|
|
48,663
|
|
175,187
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
||||||
Jon A. Faulkner
|
11,000
|
|
—
|
|
—
|
|
5.00
|
|
11/4/2019
|
|
74,489
|
|
268,160
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
||||||
W. Derek Davis
|
2,500
|
|
—
|
|
—
|
|
5.00
|
|
11/4/2019
|
|
14,463
|
|
52,067
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
||||||
V. Lee Martin
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
|
|
|
|
|
|
|
(1)
|
The market value of the restricted stock set forth in the table has been calculated by multiplying the closing price of the Company’s Common Stock at year-end ($3.60/share) by the number of shares of unvested restricted stock subject to the award.
|
Name (a)
|
Fees earned or paid in cash ($) (b)(1)
|
Stock Awards ($) (c)(2)
|
Option Awards ($) (d)(3)
|
All Other Compensation ($) (e)(4)
|
Total ($)
|
|
William F. Blue, Jr.
|
32,000
|
16,920
|
—
|
—
|
48,920
|
|
|
|
|
|
|
|
|
Charles E. Brock
|
32,000
|
16,920
|
—
|
—
|
48,920
|
|
|
|
|
|
|
|
|
Walter W. Hubbard
|
32,000
|
16,920
|
—
|
—
|
48,920
|
|
|
|
|
|
|
|
|
Lowry F. Kline
|
40,000
|
16,920
|
—
|
—
|
56,920
|
|
|
|
|
|
|
|
|
Hilda S. Murray
|
32,000
|
16,920
|
—
|
—
|
48,920
|
|
|
|
|
|
|
|
|
John W. Murrey, III
|
36,000
|
16,920
|
—
|
—
|
52,920
|
|
|
|
|
|
|
|
|
Michael L. Owens
|
39,000
|
16,920
|
—
|
—
|
55,920
|
(1)
|
Directors who are employees of the Company do not receive any additional compensation for their services as members of the Board of Directors. Non-employee directors receive an annual retainer of $36,000, payable $18,000 in cash and the remainder in Performance Units (subject, for payments made in 2014, 2015 and 2016, to a $5.00 minimum value per unit). For 2016 the value awarded was $16,920 in Performance Units determined as of the date of grant. In addition to the annual retainer, directors who are not employees of the Company received $1,500 for each Board meeting attended and $1,000 for each committee meeting attended. Chairmen of the Audit and Compensation committees receive an additional annual payment of $8,000 and the Chairmen of the Nominations and Corporate Governance Committee receives an additional annual payment of $4,000. Also, directors receive reimbursement of the expenses they incur in attending all board and committee meetings. In addition to the annual retainer, directors who are not employees of the Company receive $1,500 for each Board meeting attended and $1,000 for each committee meeting attended.
|
(2)
|
The value presented is the aggregate grant date fair value computed in accordance with FASB ASC Topic 718. The value of the Performance Units awarded to each non-employee director under the Directors Stock Plan in 2016 was $16,920.
|
|
|
||
Name (a)
|
Performance Units (#)(b)(1)
|
||
William F. Blue, Jr.
|
3,600
|
|
|
|
|
||
Charles E. Brock
|
3,600
|
|
|
|
|
||
Walter W. Hubbard
|
3,600
|
|
|
|
|
||
Lowry F. Kline
|
3,600
|
|
|
|
|
||
Hilda S. Murray
|
3,600
|
|
|
|
|
||
John W. Murrey, III
|
3,600
|
|
|
|
|
||
Michael L. Owens
|
3,600
|
|
(1)
|
The performance units represent an equal number of shares of the Company's Common Stock. At year-end, the aggregate value of such stock was $90,720, determined by multiplying the number of performance units issued by the year-end per share market value of the Company's Common Stock ($3.60/share).
|
|
2016
|
2015
|
||||
Audit related fees paid to Dixon Hughes Goodman LLP (1)
|
$
|
663,899
|
|
$
|
682,239
|
|
Fees related to a registration statement
|
$
|
8,187
|
|
$
|
—
|
|
Total Audit Fees
|
$
|
672,086
|
|
$
|
682,239
|
|
(1)
|
Represents fees for professional services paid to Dixon Hughes Goodman LLP provided in connection with the audit of the Company’s annual financial statements, review of the Company’s quarterly financial statements, review of other SEC filings and technical accounting issues during 2015 and 2016, and audit of the effectiveness of internal control over financial reporting during 2015.
|
1 Year Dixie Chart |
1 Month Dixie Chart |
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