CAVCO INDUSTRIES, INC.
For the period ended Mar 28, 2026. Filed Jun 16, 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.
Mar 28, 2026 · Filed Jun 16, 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. )
Filed by the Registrantx
Filed by a Party other than the Registranto
Check the appropriate box:
| o | Preliminary Proxy Statement |
|---|---|
| o | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| x | Definitive Proxy Statement |
| o | Definitive Additional Materials |
| o | Soliciting Material under Sec. 240.14a-12 |
Cavco Industries, Inc.
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
| x | No fee required. |
|---|---|
| o | Fee paid previously with preliminary materials |
| o | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
Dear Fellow Stockholders:
As Chairman of the Board of Directors of Cavco Industries, Inc., it is my privilege to address you with an update on Cavco’s financial progress, achievements, and outlook. On behalf of the entire Board, Cavco thanks you for your continued support and interest in the Company. We believe your investment in Cavco has helped position the Company for continued growth and success as we pursue our mission of providing innovative housing solutions and creating long-term value for our stockholders.
As your Board, we support the management team in achieving sustainable stockholder value by executing against a clear and focused strategy supported by prudent risk management, sound corporate governance, an executive compensation program aligned with the interests of our stockholders, and a focused approach to corporate responsibility. The Board would like to highlight a few areas of particular significance for the Company this past fiscal year:
Financial Performance: The Company achieved record annual net revenue of approximately $2.2 billion and sold a record number of homes during fiscal year 2026. Further, the Company increased both its income before income taxes by 15.9% and diluted earnings per share by 15.8%, reflecting the continued strength of our operating model and disciplined execution across the business.
Health and Safety: Employee safety remains a top priority and the Board is very proud of our safety record. Through our “Safety Now” initiative and continued investments in training and safety awareness, the Company has reduced its total recordable incident rate ("TRIR") by 47% over the last five years and achieved a calendar year 2025 TRIR of 4.82, which was 7% better than the industry average. Additionally, nearly 80% of our production facilities performed better than the industry average TRIR over the last year, reflecting our commitment to creating a safer workplace for our people.
Strategic Growth and Capital Allocation: During fiscal year 2026, the Company completed the acquisition of American Homestar Corporation, the largest acquisition in Cavco’s more than 60-year history, while continuing to execute a disciplined capital allocation strategy. The Company repurchased approximately $160 million of its common stock during the year, broke ground on a new state-of-the-art manufacturing facility in Arizona, and maintained more than $230 million of cash and cash equivalents at fiscal year end. These actions position the Company to pursue future growth opportunities while continuing to enhance long-term stockholder value.
As the Company moves forward, we remain focused on our strategic objectives and our commitment to sustainable growth of long-term stockholder value. We recognize the challenges that lie ahead, including evolving market conditions, interest rate dynamics, and housing affordability challenges. However, the Board and management see great opportunities and we are confident in the Company's ability to navigate these challenges and capitalize on opportunities that support our mission of expanding access to exceptional and affordable housing.
The attached Notice of the 2026 Annual Meeting of Stockholders and Definitive Proxy Statement provides all the requisite information concerning the business to be conducted at the upcoming annual meeting. It also describes how the Board operates, gives information about the director candidates, and provides other pertinent information. The Board thanks you for your continued confidence and we appreciate the opportunity to serve Cavco on your behalf.
| Sincerely, | |
| Steven G. BungerChairman of the Board of Directors | |
| June 16, 2026 | |
|---|---|
Notice of
2026 Annual Meeting of Stockholders of
Cavco Industries, Inc.
Meeting Information
| Date: July 28, 2026Time: 9:00 AM Local TimePlace: Cavco Industries, Inc. 3636 North Central Avenue Phoenix, Arizona 85012Voting InformationTo ensure representation of your shares at the Annual Meeting, you must vote in the manner described within the accompanying proxy. To vote before the Annual Meeting, you must vote by: | Items of business to be voted on at the 2026 Annual Meeting of Stockholders: | ||
|---|---|---|---|
| 1.To elect three directors to the Class II Director group to serve until the Annual Meeting of Stockholders in 2029, or until their successors have been elected and qualified;2.To hold an advisory vote to approve the compensation of the Company’s named executive officers;3.To ratify the appointment of RSM US LLP as the Company’s independent registered public accounting firm for fiscal year 2027; and4.To transact such other business as may properly come before the meeting or any adjournment thereof. | |||
| (2) The Internet; or | The Company’s Annual Report is available at www.ProxyVote.com and may also be viewed on the Company’s website at investor.cavco.com/annualmeeting | ||
| (3) Mail. | Who Can Vote:You can vote if you were a stockholder of record at the close of business on June 1, 2026. | ||
| The deadline for voting by telephone or online is 11:59 PM (EDT) on July 27, 2026. If voting by mail, all proxies must be received before the Annual Meeting. | By Order of the Board of Directors | ||
| Seth G. SchuknechtExecutive Vice President, General Counsel,Chief Compliance Officer, & Corporate Secretary | |||
Cavco Industries, Inc. 2026 Proxy Statement
Table of Contents
| PROXY SUMMARY AND PURPOSES OF THE ANNUAL MEETING | 1 |
|---|---|
| ABOUT THE ANNUAL MEETING: FREQUENTLY ASKED QUESTIONS | 2 |
| STOCK OWNERSHIP | 5 |
| PROPOSAL NO. 1: ELECTION OF DIRECTORS | 8 |
| Nominees for Director Standing for Election in Class II | 9 |
| Continuing Directors | 11 |
| CORPORATE GOVERNANCE OVERVIEW | 12 |
| Director Nominating Process | 13 |
| Board Experience, Expertise, and Composition | 14 |
| DIRECTOR COMPENSATION | 18 |
| COMMITTEES | 19 |
| CORPORATE RESPONSIBILITY | 22 |
| MANAGEMENT | 26 |
| Executive Officers | 26 |
| EXECUTIVE COMPENSATION | 29 |
| COMPENSATION DISCUSSION AND ANALYSIS | 29 |
| Overview of the Company’s Compensation Program | 29 |
| Compensation Philosophy | 29 |
| Objectives of the Company’s Fiscal Year 2024 Compensation Program | 30 |
| Role of Management in Establishing and Awarding Compensation | 30 |
| Independent Compensation Consultant | 30 |
| Clawback Policy | 31 |
| Stockholder Approval of our Compensation Decisions | 31 |
| Benchmarking Methodology | 31 |
| COMPONENTS OF EXECUTIVE COMPENSATION | 32 |
| Employment and Severance Agreements | 35 |
| Compensation Policies and Practices as They Relate to Risk Management | 37 |
| Compensation Committee Report | 37 |
| SUMMARY COMPENSATION TABLE | 38 |
| GRANTS OF PLAN-BASED AWARDS | 39 |
| OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END | 40 |
| OPTION EXERCISES AND STOCK VESTED | 41 |
| CEO PAY RATIO DISCLOSURE | 42 |
| PAY VERSUS PERFORMANCE | 43 |
| PROPOSAL NO. 2: ADVISORY VOTE ON THE COMPENSATION OF THE NAMED EXECUTIVE OFFICERS | 47 |
| AUDIT FEES | 48 |
| Report of the Audit Committee | 49 |
| PROPOSAL 3: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 50 |
| ADDITIONAL INFORMATION | 51 |
| Cavco Industries, Inc. | www.cavco.com i |
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