SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
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Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss. 240.14a-11(c) or ss. 240.14a-12
Nobility Homes, Inc.
(Name of Registrant as Specified in its Charter)
-------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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[X] No fee required.
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NOBILITY HOMES, INC.
Notice and Proxy Statement
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MARCH 3, 2006
TO THE HOLDERS OF COMMON STOCK:
PLEASE TAKE NOTICE that the annual meeting of the shareholders of
NOBILITY HOMES, INC. will be held on Friday, the 3rd day of March, 2006, at
10:00 A.M. local time, at the Ocala Hilton, 3600 S.W. 36th Avenue, Ocala,
Florida.
The meeting will be held for the following purposes:
1. To elect a board of five directors.
2. To transact such other business as may properly come before the
meeting or any adjournment.
To be sure that your shares will be represented at the meeting, please
date, sign and return your proxy, even if you plan to attend in person. A form
of proxy and a self-addressed, postage prepaid envelope are enclosed. If you do
attend the meeting, you may withdraw your proxy and vote in person.
By Order of the Board of Directors,
Jean Etheredge, Secretary
DATED: February 3, 2006
TABLE OF CONTENTS
Page
PRINCIPAL HOLDERS OF COMPANY'S COMMON SHARES..................................2
NOMINATION AND ELECTION OF DIRECTORS..........................................3
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE.......................4
BOARD OF DIRECTORS AND COMMITTEES.............................................5
EXECUTIVE COMPENSATION........................................................6
SUMMARY COMPENSATION TABLE....................................................6
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION.......................7
SHAREHOLDER RETURN PERFORMANCE................................................8
AUDIT COMMITTEE REPORT........................................................9
CERTAIN TRANSACTIONS.........................................................10
INDEPENDENT PUBLIC ACCOUNTANTS...............................................10
SHAREHOLDER PROPOSALS AND COMMUNICATION WITH THE BOARD OF DIRECTORS..........11
ANNUAL REPORT................................................................11
OTHER MATTERS................................................................12
EXPENSES OF SOLICITATION.....................................................12
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NOBILITY HOMES, INC.
PROXY STATEMENT FOR ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MARCH 3, 2006
This proxy material and the enclosed form of proxy are being sent to
the shareholders of Nobility Homes, Inc. on or about February 3, 2006, in
connection with the solicitation by Nobility's board of directors of proxies to
be used at the annual meeting of the shareholders of Nobility. The meeting will
be held at the Ocala Hilton, 3600 S.W. 36th Avenue, Ocala, Florida, at 10:00
A.M., local time, on Friday, March 3, 2006.
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. Unless you direct
otherwise, the shares represented by the proxy will be voted "for" the election
of each director nominated by the board of directors. Directors will be elected
by a plurality of the votes cast by shares entitled to vote at the meeting.
Shareholders of record at the close of business on January 27, 2006
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, 2006, Nobility had
4,058,725 shares of common stock outstanding and entitled to vote.
The complete mailing address of Nobility's principal executive office
is P.O. Box 1659, Ocala, Florida 34478.
PRINCIPAL HOLDERS OF COMPANY'S COMMON SHARES
The following table sets forth, as of January 27, 2006, information as
to our $.10 par value common stock owned beneficially, directly or indirectly,
(1) by each person who is known by us to own beneficially more than 5% of our
outstanding voting securities, (2) by each director, (3) by each executive
officer named in the summary compensation table set forth elsewhere herein and
(4) by all directors and executive officers as a group:
Number of Common
Name and Address Shares Beneficially
of Beneficial Owner(1) Owned(1)(2) Percent of Class
------------------- ----- ----------------
Terry E. Trexler Irrevocable Trust(3) 2,180,535(4) 53.72%
Kay Charlton, Trustee(5)
P. O. Box 2146
Winter Park, Florida 32790
Terry E. Trexler(6) 2,761(7) *
3741 S.W. 7th Street
Ocala, Florida 34474
Thomas W. Trexler(8) 419,592(9) 10.34%
3741 S.W. 7th Street
Ocala, Florida 34474
Richard C. Barberie(8) 825 *
15300 SE 140 Avenue Road
Weirsdale, Florida 32195
Robert P. Holliday (8) 4,935 *
931 NW 37th Avenue
Ocala, Florida 34475
Robert P. Saltsman (8) 2,537 *
222 South Pennsylvania Avenue, Suite 200
Winter Park, Florida 32789
Gabelli Group(10) 280,246 6.90%
One Corporate Center
Rye, New York 10580
Directors and 477,609 11.77%
executive officers
(7 persons)
__________________________
*Less than 1%
2
(1) Unless otherwise noted, information contained in this table is based upon
information furnished by the beneficial owners.
(2) Unless otherwise noted, all shares are owned directly with sole voting and
dispositive power.
(3) Mr. Terry Trexler established this trust for personal estate and tax
planning reasons. Mr. Trexler is the sole beneficiary of the trust and has
no voting or dispositive power with respect to the shares held by the
trust.
(4) All shares are owned directly by the Terry E. Trexler Irrevocable Trust.
Ms. Charlton has no pecuniary interest in the shares.
(5) Ms. Charlton is the trustee of the Terry E. Trexler Irrevocable Trust and
as such is vested with sole voting and dispositive power with respect to
all shares owned by the trust.
(6) Mr. Terry Trexler is President and Chairman of the Board of Nobility.
Additional information is contained under "Nomination and Election of
Directors".
(7) Includes 2,040 shares held in trust for the benefit of Mr. Trexler's
grandchild and 721 shares owned through Nobility's 401(K) plan.
(8) Mr. Thomas Trexler is Executive Vice President and a director of Nobility.
Messrs. Barberie, Holliday and Saltsman are directors of Nobility.
Additional information is contained under "Nomination and Election of
Directors".
(9) Includes 106,600 shares subject to presently exercisable options and 723
shares owned through Nobility's 401(K) plan.
(10) Mario J. Gabelli, Gabelli Group Capital Partners, Inc., Gabelli Asset
Management, Inc., Gabelli Funds, LLC, GAMCO Investors, Inc., Gabelli
Advisers, Inc., Gabelli Securities, Inc., Gabelli & Company, Inc., Gabelli
& Company, Inc. Profit Sharing Plan, MJG Associates, Inc., Gabelli
Foundation, Inc., Lynch Corporation and Lynch Interactive Corporation
collectively beneficially own the shares.
NOMINATION AND ELECTION OF DIRECTORS
At the meeting, a board of five directors will be elected to serve for
one year and until the election and qualification of their successors. Your
proxy will be voted, unless you withhold authority to do so, for the election as
directors of the persons named below, who have been nominated by our current
board of directors.
Our bylaws provide that the board of directors shall be made up of no
fewer than one nor more than ten directors. The current board of directors has
determined that five directors are appropriate for the present time. Proxies
cannot be voted for more than five nominees.
Each nominee has consented to being named as such in this proxy
statement and is at present available for election. Each nominee presently is a
member of the board, having been elected as such at the last annual meeting of
the shareholders.
If any nominee should become unavailable, the persons voting the
accompanying proxy may, in their discretion, vote for a substitute. Additional
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information concerning the nominees, based on data furnished by them, is set
forth below. Terry E. Trexler is the father of Thomas W. Trexler.
The board of directors recommends a vote "for" the election of each of
the following nominees. Proxies solicited by the board of directors will be so
voted unless shareholders specify in their proxies a contrary choice.
Year
First
Name Became
(Age) Principal Occupation or Employment; Certain Other Directorships Director
-------------------------- -------------------------------------------------------------------------------------- -------------
Terry E. Trexler Chairman of the Board and President of Nobility for more than five years; Mr. 1967
(66) Trexler is also President of TLT, Inc.
Thomas W. Trexler Executive Vice President and Chief Financial Officer of Nobility since December 1993
(42) 1994; President of Prestige Home Centers, Inc. since June 1995; Director of
Prestige since 1993 and Vice President from 1991 to June 1995; President of Mountain
Financial, Inc. since August 1992; Vice President of TLT, Inc. since September 1991
Richard C. Barberie Vice President of Purchasing of Nobility from December 1994 until his retirement in 1975
(67) June 1995; Executive Vice President of Nobility for more than five years prior to
December 1994
Robert P. Holliday President of Chariot Eagle, Inc. (which is engaged in the park model and 1996
(67) manufactured home business) since 1984 and President of Chariot Eagle-West, Inc.
since 1995
Robert P. Saltsman Attorney and CPA in private practice since 1983; prior to 1983 Mr. Saltsman was 1988
(53) employed as a CPA by Arthur Andersen & Co. in Orlando, Florida
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Under Section 16(a) of the Securities Exchange Act, a Form 4 reporting
the acquisition or disposition of Nobility securities by an officer, director or
10% shareholder must be filed with the Securities and Exchange Commission no
later than the second business day after the date on which the transaction
occurred unless certain exceptions apply. Most transactions not reported on Form
4 must be reported on Form 5 within 45 days after the end of our fiscal year.
Based on information provided by our directors and executive officers, during
the fiscal year ended November 5, 2005, all required reports were filed when
due.
4
BOARD OF DIRECTORS AND COMMITTEES
The board of directors is comprised of a majority of independent
directors. The board of directors has determined that Messrs. Richard Barberie,
Robert Holliday and Robert Saltsman are all independent according to current
Nasdaq rules. During the fiscal year ended November 5, 2005, the board of
directors held four regular meetings. All directors attended 100% of the
meetings of the board of directors and committees of the board on which they
served. During the year ended November 5, 2005, directors who were not employees
of Nobility were paid quarterly fees of $1,500.
The board of directors has established three standing committees; a
salary review committee, an audit committee and a nominating committee.
Salary Review Committee. The salary review committee is presently
comprised of Messrs. Richard Barberie, Robert Holliday and Robert Saltsman. The
salary review committee meets each quarter and recommends to the board of
directors the salaries and bonuses, if any, to be paid to the executive
officers. The salary review committee met four times during fiscal year 2005.
Audit Committee. The audit committee has been established in accordance
with Section 3(a)(58)(A) of the Securities Exchange Act. During fiscal 2005, the
audit committee was comprised of Messrs. Robert Saltsman, Robert Holliday and
Richard Barberie, all of whom are considered independent under current Nasdaq
rules. The audit committee has a written charter which establishes the scope of
the committee's responsibilities and how it is to carry out those
responsibilities. The audit committee charter charges the committee with
overseeing management's conduct of our financial reporting process, including
(1) the integrity of our financial statements, (2) our compliance with legal and
regulatory requirements, and (3) the independence and performance of our
internal and external auditors. The audit committee met four times during fiscal
2005.
The board of directors has determined that Mr. Robert Saltsman is the
audit committee financial expert, and is independent as defined by Rule
4200(a)(15) of the National Association of Securities Dealers, Inc.
Nominating Committee. The board of directors has established a
nominating committee comprised of Messrs. Robert Saltsman, Robert Holliday and
Richard Barberie, all of whom are considered independent under current Nasdaq
rules. The nominating committee's charter is available on our website at
www.nobilityhomes.com. Our bylaws include provisions that address the process by
which shareholders may nominate an individual to stand for election to the board
at our annual meeting of shareholders. For additional information, see
"Shareholder Proposals and Communication with the Board of Directors" elsewhere
in this proxy statement.
In evaluating director nominees, including candidates submitted by
shareholders, the nominating committee will consider the candidate's experience,
integrity, ability to make independent analytical inquiries, understanding of
our business environment and willingness to devote adequate time to board
duties. The nominating committee will also consider whether a candidate meets
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the definition of "independent director" under Nasdaq rules. There are no stated
minimum criteria for director nominees, and the nominating committee may also
consider such other factors as it deems to be in the best interest of Nobility
and its shareholders.
EXECUTIVE COMPENSATION
The following table summarizes the compensation paid or accrued by
Nobility for services rendered during the years indicated by our chief executive
officer and our executive vice president, the only other executive officer who
had total salary and bonus exceeding $100,000 during the fiscal year ended
November 5, 2005. We did not grant any restricted stock awards or stock
appreciation rights or make any long-term incentive plan payouts to the named
executive officers during the years indicated.
SUMMARY COMPENSATION TABLE
Long Term
Annual Compensation Compensation
------------------- Awards
Securities
Name & Principal Year Underlying All Other
Position Ended Salary Bonus Options/SAR's Compensation
-------- ----- ------ ----- ------------- ------------
Terry E. Trexler 11/05/05 $ 93,500 $ 125,000 ---- $ 39,395(1)
President and 11/06/04 $ 93,500 $ 100,000 ---- $ 39,395(1)
Chairman of 11/01/03 $ 93,500 $ 100,000 ---- $ 39,395(1)
the Board
Thomas W. Trexler 11/05/05 $ 93,500 $ 125,000 ---- $ 16,220(2)
Executive Vice 11/06/04 $ 75,036 $ 100,000 ---- $ 16,220(2)
President 11/01/03 $ 75,036 $ 100,000 ---- $ 16,220(2)
----------------
(1) All other compensation represents insurance premiums paid or accrued by
Nobility on two life insurance policies on the life of Mr. Terry E.
Trexler. The proceeds of the two policies will be paid to Mr. Trexler's
designated beneficiaries in the event of his death.
(2) Represents the total annual premiums paid or accrued by Nobility on a
insurance policy on the life of Mr. Thomas W. Trexler. In the event of Mr.
Trexler's death, the proceeds will be paid to Mr. Trexler's designated
beneficiaries.
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COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The salary review committee consists of Messrs. Richard Barberie,
Robert Holliday and Robert Saltsman. Our executive compensation policy seeks to
fairly compensate executives for their performance and contributions to Nobility
and to provide incentives that will attract and retain key employees.
Compensation of executive officers for performance in fiscal 2005 generally
consisted of a base salary and profit bonuses tied to our performance.
Base salaries and profit bonuses historically have been reviewed and
adjusted from time to time based primarily on a non-quantitative assessment of
factors such as an individual's performance, contributions, changes in job
responsibilities, our performance and economic conditions. The salary review
committee reviewed and approved the base salary and the profit bonuses provided
to executive officers in fiscal 2005. In doing so the salary review committee
considered (i) Nobility's financial results for fiscal 2005 and the continued
improvement in our financial condition and (ii) certain non-quantitative
factors, with emphasis on the qualitative performance of our executives. It is
an objective of the salary review committee to maintain base salaries that are
reflective of the individual executive's experience and responsibilities level
and that are competitive with the salary levels of executives at other companies
engaged in the same or similar line of business with revenues in a range
comparable to ours.
The base salary of the chairman, president and chief executive officer
has remained unchanged at his request. His bonuses are tied directly to the net
profit before income taxes of the overall company and are approved on a
quarterly basis by the salary review committee. It is the committee's belief
that the CEO is undercompensated compared to the compensation paid to chief
executive officers by other companies in the industry of similar size and
performance. However, it is the CEO's desire to maintain his compensation in its
present range, with a major incentive for his performance taking the form of
increases in the value of his substantial stock ownership in Nobility. The base
salary of the executive vice president and chief financial officer was increased
in fiscal 2005.
Section 162(m) of the Internal Revenue Code, enacted in 1993, precludes
a public corporation from deducting compensation of more than $1 million each
for its chief executive officer or for any of its four other highest paid
officers. Certain performance-based compensation is exempt from this limitation.
Because non-exempt options and other forms of compensation to our officers are
not expected to be anywhere near $1 million, the salary review committee does
not presently have a policy regarding whether it would authorize compensation
that would not be deductible for Nobility for federal income tax purposes by
reason of Section 162(m).
Robert Holliday, Chairman
Richard Barberie
Robert Saltsman
7
SHAREHOLDER RETURN PERFORMANCE
The following graph compares our cumulative total shareholder return on
our common stock from November 5, 2000, to November 5, 2005, with the cumulative
total return of a peer issuer group selected by Nobility and the Nasdaq National
Market Index.
[GRAPHIC OMITTED]
2000 2001 2002 2003 2004 2005
NOBILITY HOMES, INC. 100.00 138.73 149.40 171.27 341.87 430.43
PEER GROUP INDEX 100.00 137.11 81.85 129.89 159.67 174.77
NASDAQ MARKET INDEX 100.00 50.15 40.35 58.60 59.90 64.48
ASSUMES $100 INVESTED ON NOVEMBER 5, 2000
ASSUMES DIVIDEND REINVESTED
FISCAL YEAR ENDED NOVEMBER 5, 2005
(1) Nobility has selected the following peer issuer group for comparison
purposes:
Cavalier Homes, Inc. Liberty Homes, Inc. CL A
Champion Enterprises, Inc. Palm Harbor Homes, Inc.
Fleetwood Enterprises Skyline Corp.
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AUDIT COMMITTEE REPORT
The purpose of the audit committee is to assist the board of directors
in its oversight of management's conduct of Nobility's financial reporting
process. During the fiscal year ended November 5, 2005 the audit committee was
comprised of Messrs. Robert Saltsman, Robert Holliday and Richard Barberie, each
of whom is "independent" under current Nasdaq rules. For the fiscal year ended
November 5, 2005 the audit committee:
* Reviewed and discussed Nobility's fiscal 2005 financial
statements with management and representatives of Tedder, James,
Worden & Associates, P.A., Nobility's independent public
accountants;
* Discussed with Tedder, James, Worden & Associates, P.A. the
matters required to be discussed by Statement on Auditing
Standards Nos. 61, 89 and 90;
* Received the written disclosures and the letter from Tedder,
James, Worden & Associates, P.A. required by Independence
Standards Board Standard No. 1, and discussed with Tedder,
James, Worden & Associates, P.A. its independence; and
* Based on the foregoing review, discussions and disclosures,
recommended to the board of directors that Nobility's audited
financial statements for the fiscal year ended November 5,
2005 be included in Nobility's annual report on Form 10-K for
the fiscal year.
Robert Saltsman, Chairman
Robert Holliday
Richard Barberie
9
CERTAIN TRANSACTIONS
Nobility is the owner and beneficiary of three life insurance policies
on the life of Terry E. Trexler, having an aggregate death benefit of
approximately $2 million. In September 2001 we entered into an agreement with
Mr. Trexler pursuant to which the proceeds of these life insurance policies will
be used to purchase shares of our common stock from his estate. The number of
shares to be purchased will be determined by dividing the amount of the
insurance proceeds by the average closing price of our common stock for the five
days prior to Mr. Trexler's death.
Terry E. Trexler and Thomas W. Trexler each own 50% of the stock of
TLT, Inc., which develops, owns and manages manufactured home communities in
Florida that cater to the retirement market. During fiscal 2005, Nobility had
sales to TLT manufactured home communities of $57,770. Our Management
anticipates that TLT and related manufactured homes communities will continue to
purchase homes from us during fiscal 2006 and beyond until TLT's manufactured
home communities are built out.
INDEPENDENT PUBLIC ACCOUNTANTS
The board of directors has selected Tedder, James, Worden & Associates,
P.A. ("Tedder, James") to serve as our independent certified public accountants
for the current fiscal year ending November 4, 2006. That firm has served as our
auditors beginning on June 15, 2003. A representative of Tedder, James is
expected to be present at the annual meeting of shareholders and will be
accorded the opportunity to make a statement, if he so desires, and to respond
to appropriate questions from shareholders.
The following table provides information relating to the fees Tedder,
James billed or will bill to us for the fiscal years ended November 5, 2005 and
November 6, 2004.
Audit Audit-Related Tax All Other Total
Fees(1) Fees(2) Fees(3) Fees Fees
---- ---- ---- ---- ----
Fiscal Year 2005
-- Tedder, James $ 59,500 $ 0 $ 10,500 $ 500 $ 70,500
Fiscal Year 2004
-- Tedder, James $ 58,000 $ 0 $ 10,000 $ 1,400 $ 69,400
(1) Audit fees include all fees for services in connection with the annual audit
of our financial statements and review of our quarterly financial statements.
(2) Audit-related fees include all fees related to the performance of the audit
or review.
10
(3) Tax fees are for preparation of federal and state income tax returns. The
audit committee discussed these services with Tedder, James and determined that
their provision would not impair Tedder, James' independence.
All decisions regarding selection of independent accounting firms and
approval of accounting services and fees are made by our audit committee in
accordance with the provisions of the Sarbanes-Oxley Act of 2002. There are no
exceptions to the policy of securing pre-approval of our audit committee for any
service provided by our independent accounting firm.
SHAREHOLDER PROPOSALS AND
COMMUNICATION WITH THE BOARD OF DIRECTORS
Any shareholder desiring to present a proposal to be included in
Nobility's proxy statement pursuant to Rule 14a-8 for the next annual meeting of
the shareholders scheduled to be held in early March 2007, should submit a
written copy of such proposal to our principal offices no later than October 6,
2006. Notice of a shareholder proposal submitted otherwise than pursuant to Rule
14a-8 will be considered untimely if received after December 5, 2006, and the
persons named in proxies solicited by our board for the annual meeting of
shareholders to be held in 2007 may exercise discretionary voting power with
respect to any such proposal as to which we do not receive timely notice.
Proposals should be submitted by certified mail, return receipt requested.
Shareholders who wish to communicate with the board of directors or
with a particular director may send a letter to our corporate secretary at P.O.
Box 1659, Ocala, Florida 34478. The mailing envelope should contain a clear
notation indicating that the enclosed letter is a "Shareholder-Board
Communication" or "Shareholder-Director Communication." All such letters should
identify the author as a shareholder and clearly state whether the intended
recipients are all members of the board or just certain specified individual
directors. Our corporate secretary will make copies of all such letters and
circulate them to the appropriate director or directors.
We do not have a formal policy requiring directors to attend annual
meetings. However, because the annual meeting generally is held on the same day
as a regular board meeting, we anticipate that directors would attend the annual
meeting unless, for some reason, they are unable to attend the board meeting on
the same date. All directors attended the 2005 annual meeting.
ANNUAL REPORT
A copy of our annual report for the fiscal year ended November 5, 2005,
accompanies this proxy statement. Any shareholder who would like an additional
copy of the annual report may obtain one by writing our corporate treasurer at
Post Office Box 1659, Ocala, Florida 34478 or by visiting our website at
www.nobilityhomes.com.
11
OTHER MATTERS
Management does not know of any other matters to come before the
meeting. However, if any other matters properly come before the meeting, it is
the intention of the persons designated as proxies to vote in accordance with
their best judgment on such matters.
EXPENSES OF SOLICITATION
The cost of soliciting proxies will be borne by Nobility. We do not
expect to pay any compensation for the solicitation of proxies but may reimburse
brokers and other persons holding stock in their names, or in the names of
nominees, for their expenses of sending proxy material to principals and
obtaining their proxies.
Please specify your choices, date, sign and return the enclosed proxy
in the enclosed envelope, postage for which has been provided. Prompt response
is helpful. Your cooperation will be appreciated.
Date: February 3, 2006
12
|X| PLEASE MARK VOTES REVOCABLE PROXY
AS IN THIS EXAMPLE NOBILITY HOMES, INC.
With- For all
For hold Except
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS FOR ANNUAL Proposal 1. Election of Directors |_| |_| |_|
MEETING OF SHAREHOLDERS MARCH 3, 2006 nominated by the
Board of Directors
(except as marked to the
contrary below):
The undersigned, having received the Notice of Annual Meeting of
Shareholders and Proxy Statement appoints Terry E. Trexler and Jean
Etheredge, and each or either of them, as proxies, with full power of
substitution and resubstitution, to represent the undersigned and to
vote all shares of common stock of Nobility Homes, Inc., which the
undersigned is entitled to vote at the Annual Meeting of Shareholders
of the Company to be held on March 3, 2006 and at any and all
adjournments thereof, in the manner specified.
Terry E. Trexler, Richard C. Barberie, Robert P.
Holliday, Robert P. Saltsman and Thomas W.
Trexler
INSTRUCTION: To withhold authority to vote for any
individual nominee, mark "For All Except" and write
that nominee's name in the space provided below.
-------------------------------------------------------
THIS PROXY WILL BE VOTED AS DIRECTED, OR IF NO
DIRECTION IS INDICATED, WILL BE VOTED "FOR" ELECTION
OF THE DIRECTORS.
Should any other matters requiring a vote of the
shareholders arise, the above named proxies are
authorized to vote the same in accordance with their
best judgment in the interest of the Company. The
Board of Directors is not aware of any matter which
is to be presented for action at the meeting other
than the matters set forth herein.
Please be sure to sign and date Date
This Proxy in the box below.
------------------------------------ Please sign exactly as name appears hereon. Joint
owners should each sign. When signing as attorney,
executor, administrator, trustee or guardian, please
give full title as such.
Shareholder sign above Co-holder (if any) sign above
-------------------------------------------------------------------------
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Detach above card, sign, date and mail in postage paid envelope provided.
NOBILITY HOMES, INC.
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PLEASE ACT PROMPTLY
SIGN, DATE & MAIL YOUR PROXY CARD TODAY
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