HAVERTY FURNITURE COMPANIES INC
For the period ended Dec 31, 2025. Filed Mar 27, 2026.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Dec 31, 2025 · Filed Mar 27, 2026
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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. )
| þ | Filed by the Registrant | o | Filed by a Party other than the Registrant |
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| Check the appropriate box: | |
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| o | Preliminary Proxy Statement |
| o | CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14a-6(e)(2)) |
| þ | Definitive Proxy Statement |
| o | Definitive Additional Materials |
| o | Soliciting Material Under Rule 14a-12 |
HAVERTY FURNITURE COMPANIES, INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other than the Registrant)
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PROXY STATEMENT AND
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
Monday, May 11, 2026
10:00 AM Eastern Time
NOTICE OF 2026 ANNUAL MEETING OF STOCKHOLDERS
To Our Stockholders:
Haverty Furniture Companies, Inc. ("Haverty Furniture") will hold its 2026 Annual Meeting of Stockholders (the Annual Meeting") on Monday, May 11, 2026, beginning at 10:00 a.m. Eastern Time, at the Courtyard Baltimore Downtown/Inner Harbor, 1000 Aliceanna Street, Baltimore, Maryland 21202.
Your Vote is Important:
Please carefully review the proxy materials and follow the instructions and cast your vote as soon as possible in one of the following ways:
| Internetwww.proxyvote.com | By Phone1-800-690-6903 | Sign, date and return your proxy card |
Items of Business:
Elect the eight Class A Common Stock director nominees named in the attached Proxy Statement for a one-year term;
Elect the three Common Stock director nominees named in the attached Proxy Statement for a one-year term;
Approve, through a non-binding advisory vote, the compensation of our named executive officers as disclosed in the attached Proxy Statement;
Approve the 2026 Long Term Incentive Plan;
Ratify the appointment of Grant Thornton LLP as our independent registered public accounting firm for 2026; and
Act upon such other business as may properly come before the Annual Meeting or any adjournments.
Only stockholders of record at the close of business on March 13, 2026 are entitled to notice of and to vote at the Annual Meeting. Please read the attached Proxy Statement which contains detailed information about the matters we are asking you to vote on. As a stockholder, your vote is very important, and Haverty Furniture board of directors strongly encourages you to exercise your right to vote.
BY ORDER OF THE BOARD OF DIRECTORS
Brendan P. McGill
Senior Vice President, General Counsel and
Corporate Secretary
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be held on May 11, 2026.
Our Proxy Statement and 2025 Annual Report on Form 10-K are available at www.proxyvote.com and on Haverty Furniture's website at https://ir.havertys.com under "Reports & Financials" then "SEC Filings".
Dear Fellow Stockholders,
For over 140 years, Haverty Furniture Companies, Inc. ("Haverty Furniture") has been helping American families bring the vision of their perfect home to life. From our founding by J.J. Haverty in downtown Atlanta in 1885, to the 129 stores we operate today across 17 states, Havertys has built an enduring legacy rooted in quality, integrity, teamwork and personalized service. In 2025, we continued to build on our remarkable heritage — strengthening our brand, expanding our footprint, and investing in the capabilities that position Havertys for sustained growth.
2025 Results
2025 was a year of perseverance and agility as a challenging demand environment for the home furnishings industry continued. Elevated mortgage rates, a prolonged housing market slowdown, significant disruption and volatility due to changes to tariff policy, geopolitical uncertainty and continued cautious consumer spending on big-ticket items weighed heavily on industry-wide traffic and sales. Despite these external pressures, our team remained focused and delivered results that reflect the underlying strength of our operating model.
For the full year, we generated consolidated net sales of $759.0 million, pre-tax income of $26.8 million and comparable store sales increase of 2.1%. These results reflect a 5.0% increase in net sales and 2.6% increase in pre-tax income over 2024, with net income down 1.1% for the year. Despite the significant industry challenges, we maintained strong gross profit margins of 60.7%, demonstrating the pricing discipline and merchandising excellence that have become hallmarks of our company.
Our team’s efforts also resulted in improving operating metrics in 2025. We finished the year with an overall average ticket of $3,530, representing a 4.7% increase compared to the prior year. Our design consultants continued to be a powerful differentiator in 2025 with the average ticket in this category rising 9.7% to $7,781 while maintaining stable unit sales per customer.
Store Growth
In 2025, we continued to strengthen our retail presence by opening three new stores. Two of these locations in Texas—Webster and New Caney—were strategically added to expand our footprint in the Houston market. Additionally, we relocated our Daytona Beach, Florida store during the second quarter to better serve our customers in that region. Taking into account two strategic closures of underperforming locations, we finished the year with 129 stores.
Looking ahead, our store expansion plans for 2026 are already progressing at a rapid pace. We have signed five new leases for locations in Fenton, MO (St. Louis), Mt Juliet, TN (Nashville), Aliana, TX (Houston), Baytown, TX (Houston), and Ross Township, PA (Pittsburgh).
In addition to our new store investments, we plan to continue our significant investment in store remodels, updating design centers and mattress departments – ensuring that our facilities remain modern, appealing and equipped to meet evolving customer needs.
Sales Initiatives
In 2025 we refreshed our promotional strategy to deepen engagement and drive sales. We broadened outreach to current and new customers, enhanced credit offerings to make larger purchases more accessible, and calibrated promotions to reflect cost pressures while preserving value. We also increased marketing investment and strengthened our online experience. Together, these actions improved performance, expanded our reach, and elevated brand visibility.
Strength of our Partnerships
Our ability to provide the distinctive Havertys experience is rooted in decades‑long supplier partnerships built on mutual respect and fair dealing—honoring commitments, paying on time, and communicating clearly in any environment. This relationship‑first model with our partners is a differentiating advantage for us.
Because partners know what to expect from Havertys, we earn preferred treatment and deeper collaboration, which translate to distinctive designs, dependable quality, and reliable availability for customers. For stockholders, these partnerships support margin stability and supply chain resilience—a benefit that competitors cannot easily replicate.
Creating Value for our Stockholders
In 2025, we remained committed to delivering value to our stockholders through a combination of dividends and share repurchases. Over the course of the year, we returned approximately $25.6 million to stockholders. Of this total, $20.8 million was distributed as dividends, reinforcing our dedication to consistent and reliable returns. Additionally, we executed share repurchases totaling $4.8 million.
Our balance sheet remains a source of competitive strength. We ended the year with zero funded debt, over $125.3 million in cash, and an undrawn $80 million revolving credit facility — a balance sheet that provides extraordinary flexibility and enables us to invest in growth opportunities, weather economic cycles, and continue returning meaningful capital to stockholders through dividends and buybacks.
Our People
None of our accomplishments would be possible without the dedication and talent of our team members across all of our stores, our distribution and delivery centers, and our corporate headquarters. Our team members are the face of the Havertys brand, and their commitment to delivering an outstanding customer experience at every level is what sets us apart.
Looking Ahead: A Year of Momentum
We enter 2026 with renewed momentum, a clear strategy, and a strong platform for growth. Our priorities are straightforward: expand selectively in key markets, deepen our design‑led experience, strengthen the brand with targeted marketing and smart merchandising, leverage technology to elevate the customer experience and enhance productivity, and maintain disciplined capital allocation.
Havertys is well-positioned to capture demand as the housing cycle turns, with our expanded store base, debt-free balance sheet, and differentiated brand.
We’d like to thank our dedicated team members, our valued supply partners, our Board of Directors, and our loyal stockholders for your continued confidence and support. And to our customers — we are deeply grateful for your trust.
Sincerely,
| Clarence H. SmithExecutive Chairman of the Board | Steven G. BurdettePresident and Chief Executive Officer |
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Table of Contents
| Our Board of Directors | 1 |
|---|---|
| Proposal 1. Election of Directors | |
| Class A Common Stock Director Nominees | 3 |
| Common Stock Director Nominees | 11 |
| Corporate Governance Matters | |
| Board Leadership Structure | 14 |
| Board Risk Oversight Roles | 15 |
| Governance Policies | 16 |
| Committees of the Board | 18 |
| Director Compensation | 20 |
| Compensation Discussion and Analysis | |
| Overview | 21 |
| Role of the NCG Committee | 21 |
| Overview of Key Features of Our Compensation Program | 22 |
| Executive Compensation Components | 25 |
| NCG Committee Report | 29 |
| Compensation at Havertys | |
| Summary Compensation Table | 30 |
| 2025 Grants of Plan Based Awards Table | 32 |
| Outstanding Equity Awards at Fiscal 2025 Year-End Table | 33 |
| 2025 Option Exercises and Stock Vested Table | 35 |
| Non-Qualified Deferred Compensation Plans | 36 |
| Pension Benefits and Retirement Plans | 37 |
| 2025 Potential Payments upon Termination or Change in Control | 37 |
| CEO Pay Ratio Information | 40 |
| Pay-versus-Performance | 41 |
| Proposal 2. Advisory Vote on Executive Compensation | 45 |
| Proposal 3: Approval of the 2026 Long-Term Incentive Plan | 46 |
| Equity Compensation Plan Information | 53 |
| Audit Committee Report | 54 |
| Proposal 4. Ratification of the Appointment of our Independent Registered Public Accounting Firm | 57 |
| Ownership of Securities | |
| Ownership by our Principal Stockholders | 58 |
| Ownership by our Directors and Management | 59 |
| Information about our Annual Meeting | 60 |
| Stockholder Proposals for 2027 Meeting | 61 |
| Available Information | 62 |
| Other Business | 62 |
| GAAP to Non-GAAP Reconciliation | Appendix A |
| 2026 Long Term Incentive Plan | Appendix B |
Our Board of Directors
Our Board of Directors (the "Board") is a highly engaged group of individuals that provides strong, effective oversight of Haverty Furniture Companies, Inc. (“Havertys Furniture” or the "Company"). Both individually and collectively, our directors have the qualifications, skills and experience needed to inform and oversee the Company’s long-term strategic growth priorities. The Board believes that a variety and balance of perspectives on the Board results in more thoughtful and robust deliberations, and ultimately, better decisions.
The nominees for election at the 2026 Annual Meeting of Stockholders (the "2026 Annual Meeting") were recommended to the Board by its Nominating, Compensation and Governance Committee (the “NCG Committee”). The Board has a rigorous process to ensure that its composition is aligned with the evolving needs of the Company, as further discussed in this section.
The holders of Class A common stock will elect eight directors and the holders of common stock will elect three directors. Each elected director will hold office until the next annual meeting. The election of our directors requires a plurality of votes cast at the meeting by the holders of the respective classes of common stock. All of the nominees are currently directors of the Company. We expect that each of the nominees will be available for election, but if any of them is unable to serve at the time the election occurs, it is intended that the proxies will vote for the election of another nominee to be designated by the NCG Committee and the Board.
| Nominee | Independent | Director Since | Primary (or Former Occupation) | Committees |
|---|---|---|---|---|
| Class A Common Stock Nominees | ||||
| Steven G. Burdette | 2025 | President and CEO , Havertys Furniture | E | |
| L. Allison Dukes | r | 2016 | Chief Financial Officer, Invesco Ltd. | N(CC), E |
| Rawson Haverty Jr. | 1992 | Former SVP, Real Estate and Development, Havertys Furniture | ||
| Natalie B. Morhous | r | 2024 | Chairman and Chief Executive Officer, RaceTrac Inc. | N |
| Vicki R. Palmer | r | 2001 | Former EVP, Financial Services and Administration, Coca-Cola Enterprises, Inc. | A |
| Derek G. Schiller | r | 2020 | President and CEO, Atlanta Braves | N |
| E. Kendrick Smith | 2026 | Former partner at Jones Day | ||
| Al Trujillo | r | 2003 | President and COO, Georgia Tech Foundation | A(CC), N, E |
| Common Stock Nominees | ||||
| Michael R. Cote | r | 2022 | Former CEO, Secureworks Inc. | A |
| G. Thomas Hough | r | 2018 | Former Americas Vice Chair, Ernst & Young LLP | L, A, N, E(CC) |
| Clarence H. Smith | 1989 | Executive Chairman, Havertys Furniture | E, CB | |
A - Audit Committee N - Nominating, Compensation and Governance Committee E - Executive Committee
L - Lead Director CC - Committee Chair CB - Chairman of the Board
Proposal 1. Election of Directors
| What am I voting on? | Holders of Class A common stock are being asked to elect eight directors for a one-year term.Holders of common stock are being asked to elect three directors for a one-year term. |
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| Voting recommendation: | Our Board recommends a vote “For” each of the director nominees. |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.