Related Party
Transactions
In 2024, the Company entered into transactions with
companies affiliated with two of our Board members by
purchasing: (a) approximately $1.0 million of corrugated
packaging materials from Welch Packaging Group
(“Welch”), an independently owned company established by
M. Scott Welch, who currently serves as the President and
CEO of Welch; and (b) approximately $0.4 million of foam
materials from Dimensional Foam Products, d/b/a Century
Foam, an independent company owned by Todd M.
Cleveland.
Review, Approval or Ratification of
Transactions with Related Persons
We have no formal policy related to the approval of related
party transactions. However, the Company undergoes
specific procedures when evaluating related party
transactions. A related party transaction is generally
reported to the Chief Executive Officer or Chief Financial
Officer, who assists in gathering the relevant information
about the transaction and presents the information to the
Audit Committee. The Audit Committee then approves,
ratifies or rejects the transaction. The related party
transactions with companies affiliated with two of the
Company’s Board members described above were
approved by the Board consistent with these procedures.
Proposals of
Shareholders
for the 2026
Annual Meeting
Proposals Included in the Proxy Statement
Shareholder proposals for inclusion in proxy materials for
the next Annual Meeting should be addressed to the Office
of the Secretary, 107 W. Franklin Street, Elkhart, Indiana
46516, and must be received no later than December __,
2025.
In addition to satisfying all of the requirements under our
Bylaws, to comply with the SEC’s new universal proxy rules
for our 2026 Annual Meeting, shareholders who intend to
solicit proxies in support of director nominees other than the
Company's nominees must provide notice that sets forth all
of the information required by Rule 14a-19 under the
Exchange Act no later than March ___, 2026, provided that
the date of the meeting has not changed by more than 30
calendar days. If such meeting date is changed by more
than 30 days, then notice must be provided by the later of
60 calendar days prior to the date of the Annual Meeting or
the 10th calendar day following the day on which public
announcement of the date of the Annual Meeting is first
issued. The deadline for the Company to receive notice of a
shareholder’s nomination of a director nominee is a
different date, as reflected below.
Proposals Not Included
in the Proxy Statement
Our Bylaws provide that any notice of business to be
brought by a shareholder at the 2026 Annual Meeting of
Shareholders (but not included in the proxy statement) must
be made in writing, delivered or mailed by first class United
States mail, postage prepaid, to the Secretary of the
Corporation not less than 20 days nor more than 50 days
prior to the meeting. If the 2026 Annual Meeting of
Shareholders was held on May 15, 2026, this means that
such notice, together with certain prescribed information,
must be delivered on or after March __, 2026 and not later
than April __, 2026. Likewise, the Articles of Incorporation
and Bylaws require that shareholder nominations to the
Board for the election of directors to occur at the 2026
Annual Meeting of Shareholders be delivered to the
Secretary, together with certain prescribed information, in
accordance with the procedures for bringing business
before an annual meeting at which directors are to be
elected.
