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Davey Tree Expert

Filed: 20 May 21, 2:50pm


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________

FORM 8-K
______________

CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 18, 2021
davey-20210518_g1.jpg
THE DAVEY TREE EXPERT COMPANY
(Exact name of registrant as specified in its charter)
Ohio000-1191734-0176110
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(Employer Identification
Number)
1500 North Mantua Street
P.O. Box 5193
Kent, OH 44240
(Address of principal executive offices) (Zip Code)
(330) 673-9511
(Registrant's telephone number, including area code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of Each ClassTrading Symbol(s)Name of Each Exchange on Which Registered
N/AN/AN/A
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.



Item 1.01Entry into a Material Definitive Agreement
On May 18, 2021, The Davey Tree Expert Company (“Davey Tree” or the “Company”) entered into a Ninth Amendment (the “Amendment”) to the Receivables Financing Agreement, dated as of May 9, 2016 (the “RFA”), by and among: (i) Davey Tree, as initial Servicer, (ii) Davey Receivables LLC, an Ohio limited liability company, special purpose entity and wholly-owned subsidiary of Davey Tree, as Borrower, and (iii) PNC Bank, National Association, as LC Bank and as Administrative Agent (“PNC”).
The Amendment extends for another year, until June 30, 2022, the scheduled termination date of the RFA, entered into by and among the parties listed above as part of an accounts receivable securitization program (the “AR Securitization Facility”), which was set to expire May 18, 2021, unless terminated earlier pursuant to the terms of the RFA.
In addition to extending the termination date for another year, the Amendment includes a change to the Letter of Credit (“LC”) issuance fee, payable on each settlement date, to the amount of .90% per annum on the aggregate amount of all LCs outstanding plus any Outstanding Reimbursement Obligations, as defined in the RFA.
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 2.03Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
See the information set forth in Item 1.01 of this Current Report on Form 8-K, which is incorporated herein by reference.
Item 5.07Submission of Matters to a Vote of Security Holders
The Company held its Annual Meeting of Shareholders on May 18, 2021 (the “Annual Meeting”). There were 15,411,936 shares represented to vote either in person or by proxy, which represented a quorum. Shareholders of the Company voted on two proposals.




PROPOSAL ONE – ELECTION OF DIRECTORS. Elected the following nominees named in the Proxy Statement to serve as directors for the term expiring on the date of the Company’s 2024 Annual Meeting of Shareholders with the following votes:
Number of Shares
ForWithheldBroker Nonvotes
Donald C. Brown15,172,570239,366
Catherine M. Kilbane15,334,61777,319
Karl J. Warnke15,308,396103,540
Thomas A. Haught15,312,63099,306
Elected the following nominee named in the Proxy Statement to serve as a director for the term expiring on the date of the Company's 2023 Annual Meeting of Shareholders with the following votes:
Number of Shares
ForWithheldBroker Nonvotes
Thomas A. Haught15,312,63099,306
Additional Directors whose terms in office as Directors continued after the Annual Meeting were Patrick M. Covey, Alejandra Evans, William J. Ginn, Douglas K. Hall, and Charles D. Stapleton. Sandra W. Harbrecht retired from the Company's Board of Directors at the conclusion of the Annual Meeting of Shareholders.
PROPOSAL TWO – RATIFICATION OF THE APPOINTMENT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. Ratified the appointment of Deloitte & Touche, LLP as the Company’s independent registered public accounting firm for 2021 with the following votes:
                        
Number of Shares
ForAgainstAbstain
Proposal 215,304,94766,07240,917
Item 9.01Financial Statements and Exhibits
(d) Exhibits



SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 THE DAVEY TREE EXPERT COMPANY
  
By:/s/ Joseph R. Paul
 Joseph R. Paul, Executive Vice President,
Chief Financial Officer and Secretary
Date: May 20, 2021