Schedule 14A


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TABLE OF CONTENTS

Table of Contents
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 Registrant ý


Filed by a Party other than the Registrant o


Check the appropriate box:


o


 


Preliminary Proxy Statement


o


 


Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))


ý


 


Definitive Proxy Statement


o


 


Definitive Additional Materials


o


 


Soliciting Material under §240.14a-12


 


 

 

 

 

 

MCBC HOLDINGS, 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):


ý


 


No fee required.


o


 


Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

 

 

(1)

 

Title of each class of securities to which transaction applies:

          

 

 

(2)

 

Aggregate number of securities to which transaction applies:

          

 

 

(3)

 

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):

          

 

 

(4)

 

Proposed maximum aggregate value of transaction:

          

 

 

(5)

 

Total fee paid:

          


o


 


Fee paid previously with preliminary materials.


o


 


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.


 


 


(1)


 


Amount Previously Paid:

          

 

 

(2)

 

Form, Schedule or Registration Statement No.:

          

 

 

(3)

 

Filing Party:

          

 

 

(4)

 

Date Filed:

          


Table of Contents


MCBC HOLDINGS, INC.

100 Cherokee Cove Drive

Vonore, Tennessee 37885
September 8, 2017
Dear Stockholder:
        We cordially invite you to attend the 2017 Annual Meeting of Stockholders of MCBC Holdings, Inc. to be held on Wednesday, Tuesday, October 17, 2017, at 8:00 a.m. Eastern time at the Hilton Knoxville Airport at 2001 Alcoa Highway, Alcoa, TN 37701.
        The items of business are listed in the following Notice of Annual Meeting of Stockholders and are more fully addressed in the Proxy Statement.
        We are pleased to take advantage of the Securities and Exchange Commission rule allowing companies to furnish proxy materials to stockholders over the Internet. We believe that this e-proxy process expedites stockholders' receipt of proxy materials, while also lowering the costs and reducing the environmental impact of our Annual Meeting. The proxy statement, the accompanying proxy card and our annual report will first be mailed to our stockholders on or about September 8, 2017. For information on how to vote your shares, please refer to the Proxy Materials or proxy card you receive to assure that your shares will be represented and voted at the Annual Meeting even if you cannot attend. Your vote is important. To be sure your shares are voted at the meeting, even if you plan to attend the meeting in person, please follow the instructions provided to you and vote your shares today. This will not prevent you from voting your shares in person if you are able to attend.
        On behalf of your Board of Directors, thank you for your continued support of and interest in MCBC Holdings, Inc.

 

 

 

 

 

Sincerely,



 


 


 

 

 

Frederick A. Brightbill

Chairman of the Board


Table of Contents


MCBC HOLDINGS, INC.

100 Cherokee Cove Drive

Vonore, Tennessee 37885
NOTICE OF 2017 ANNUAL MEETING OF STOCKHOLDERS

To be held October 17, 2017

 

 

 

 

 

Time:

 

8:00 a.m. Eastern time

Date:

 

October 17, 2017

Place:

 

The Hilton Knoxville Airport at 2001 Alcoa Highway, Alcoa, Tennessee 37701

Record Date:

 

Stockholders of record at the close of business on August 30, 2017 are entitled to notice of and to vote at the annual meeting or any adjournments or postponements thereof.

Purpose:

 

(1)

 

Elect two directors nominated by the Board of Directors for a term that expires at the 2020 annual meeting of stockholders;

 

 

(2)

 

Ratify the appointment of BDO USA, LLP as our independent registered public accounting firm for fiscal year 2018; and

 

 

(3)

 

Consider and act upon such other business as may properly come before the annual meeting or any adjournments or postponements thereof.

Stockholders Register:

 

A list of the stockholders entitled to vote at the annual meeting may be examined during regular business hours at our executive offices, 100 Cherokee Cove Drive, Vonore, Tennessee 37885, during the ten-day period preceding the meeting.

 


 

 

 

 

 

By order of the Board of Directors,



 


 


 

 

 

Timothy M. Oxley

Chief Financial Officer and Secretary

September 8, 2017


Table of Contents

TABLE OF CONTENTS




 

 

 

 


 

Page

Proxy Statement Summary

 

1

Questions Relating to this Proxy Statement

 

3

Proposal 1—Election of Directors

 

7

Director Nominees for Terms Expiring at the 2020 Annual Meeting

 

7

Continuing Directors with Terms Expiring at the 2018 or 2019 Annual Meetings

 

8

Corporate Governance

 

10

Board Composition and Director Independence

 

10

Board Leadership Structure

 

10

Board Committees and Membership

 

11

Risk Oversight

 

12

Committee Charters and Corporate Governance Guidelines

 

13

Codes of Ethics and Conduct

 

13

Selection of Director Nominees

 

13

Meetings of the Board of Directors

 

14

Executive Sessions of Non-Management Directors

 

14

Compensation Committee Interlocks and Insider Participation

 

14

Communications with the Board of Directors

 

14

Director Compensation

 

15

Beneficial Ownership of the Company's Securities

 

16

Section 16(a) Beneficial Ownership Reporting Compliance

 

16

Certain Relationships and Related Party Transactions

 

16

Proposal 2—Ratification of the Appointment of the Independent Registered Public Accounting Firm

 

18

Report of the Audit Committee

 

19

Fees Billed by Independent Registered Public Accounting Firm

 

20

Executive Officers

 

20

Executive Compensation

 

21

Summary Compensation Table

 

21

Outstanding Equity Awards at Fiscal 2017 Year-End

 

22

Potential Payments upon Termination or Change in Control

 

22

Next Annual Meeting—Stockholder Proposals

 

26

Rule 14a-8 Proposals for Our 2018 Proxy Statement

 

26

Stockholder Proposals of Business

 

26

Stockholder Nominations of Directors

 

27

Contact Information

 

27

Other Matters

 

28

Other Business

 

28


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