DESCRIPTION OF CAPITAL STOCK
Champion Homes, Inc. (the “Company”) has one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company’s common stock, par value $0.0277 per share, is registered under Section 12(b) of the Exchange Act and is listed on the New York Stock Exchange under the symbol “SKY”.
The following is a summary of the material terms of the Company’s capital stock. This summary is not complete and is qualified by reference to the Company’s Second Amended and Restated Certificate of Incorporation, as amended (collectively, the “Certificate”), and the Company’s Amended and Restated By-Laws (the “By-Laws”). The Certificate and the By-Laws are filed as exhibits to the Company’s most recent Annual Report on Form 10-K and are incorporated by reference herein.
Common Stock
Our authorized capital stock consists of 115,000,000 shares of common stock, par value $0.0277 per share, of which 57,109,269 shares of common stock are issued and outstanding as of March 29, 2025.
Holders of our common stock are entitled to the following rights.
Voting Rights
Each share of common stock entitles the holder to one vote for each share of common stock held with respect to any matter presented at a regular or special meeting of shareholders on which the holders of common stock are entitled to vote. Our shares of common stock vote as a single class and all shares of common stock have equal and identical rights, privileges, powers, obligations, restrictions and voting rights.
A plurality vote shall be necessary to elect any director, and on all other matters, except as otherwise provided in our Certificate or our By-Laws or as required by law, the action or a question will be approved if the number of votes cast in favor of the action or question exceeds the number of votes cast opposing the action or question.
Dividend Rights
Holders of common stock will share equally on a per share basis in any dividend declared by our Board of Directors, subject to any statutory or contractual restrictions on the payment of dividends.
Liquidation Rights
In the event of any voluntary or involuntary liquidation, dissolution or winding up of our affairs, holders of our common stock would be entitled to share ratably in our assets that are legally available for distribution to shareholders after payment of liabilities.
Other Rights
Our shareholders have no subscription, redemption or conversion rights. Our common stock does not entitle its holders to pre-emptive rights for additional shares. All of the outstanding shares of our common stock are fully-paid and non-assessable.
Anti-takeover Provisions
Our Certificate and By-Laws contain provisions that delay, defer or discourage transactions involving an actual or potential change in control of us or change in our management. We expect that these provisions, which are summarized below, will discourage coercive takeover practices or inadequate takeover bids. These provisions are also designed to encourage persons seeking to acquire control of us to first negotiate with our Board of Directors, which we believe may result in an improvement of the terms of any such acquisition in favor of our shareholders. However, they also give our Board of Directors the power to discourage transactions that some shareholders may