PROXY STATEMENT FOR ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD FEBRUARY 28, 2020
This
proxy material and the enclosed form of proxy are being sent to the shareholders of Nobility Homes, Inc. on or about January 31, 2020, in connection with the solicitation by our board of directors of proxies to be used at the annual meeting of
our shareholders. The meeting will be held at our executive offices, 3741 S.W. 7th Street, Ocala, Florida, at 10:00 A.M. local time, on Friday, February 28, 2020.
If the enclosed form of proxy is executed and returned, you may revoke it at any time if it has not yet been exercised, by delivering a later dated proxy or
written notice of revocation to our corporate secretary or by attending the annual meeting and electing to vote in person. The shares represented by the proxy will be voted unless the proxy is received in such form as to render it not votable. The
proxy is in ballot form so that you may specifically grant or withhold authority to vote for the election of each director. Our board of directors has designated Terry E. Trexler and Jean Etheredge, and each or either of them, as proxies to vote the
shares of common stock solicited on its behalf.
In the election of directors, you may vote FOR all or some of the nominees or your vote may
be WITHHELD with respect to one or more of the nominees. Directors are elected by a plurality of the votes cast at the meeting, which means that the four nominees who receive the highest number of properly executed votes will be elected
as directors, even if those nominees do not receive a majority of the votes cast. A properly executed proxy marked withhold authority with respect to the election of one or more directors will not be voted with respect to the director or
directors indicated, although it will be counted for purposes of determining whether there is a quorum.
For the advisory vote on the frequency of future
advisory votes on executive compensation, you may vote for ONE YEAR, TWO YEARS, THREE YEARS or ABSTAIN. The advisory vote on the frequency of future advisory votes on executive compensation is non-binding on the board of directors. Notwithstanding the boards recommendation and the outcome of the shareholder vote, the board may in the future decide to conduct advisory votes on a more or less frequent
basis and may vary its practice based on factors such as discussions with shareholders and the adoption of material changes to compensation programs.
For
the advisory resolution on executive compensation, you may vote FOR, AGAINST or ABSTAIN. The advisory resolution on executive compensation, commonly referred to as a say-on-pay resolution, is non-binding on the board of directors. Although the vote is non-binding, the board of
directors and the compensation committee will review the voting results in connection with their ongoing evaluation of our compensation program.
Abstentions are not considered votes cast and will have no effect on whether these proposals are approved.
Shareholders of record at the close of business on January 27, 2020, the record date for the annual meeting, will be entitled to vote. Each share of
common stock is entitled to one vote on any matter to come before the meeting. As of January 27, 2020, we had 3,649,670 shares of common stock outstanding and entitled to vote.
The complete mailing address of our principal executive office is 3741 S.W. 7th Street, Ocala, Florida 34474.
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