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): September 18, 2008 FLEETWOOD ENTERPRISES, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 1-7699 95-1948322 (State or Other (Commission File (IRS Employer Jurisdiction of Number) Identification Incorporation) Number) 3125 Myers Street, Riverside, California 92503-5527 (Address of Principal Executive Offices) Registrant's telephone number, including area code: (951) 351-3500 Not Applicable (Former Name or Former Address, if Changed Since Last Report) Check the appropriate box below if the Form 8-K 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)) Item 8.01. Other Events. On September 18, 2008, at the Annual Meeting of Shareholders of Fleetwood Enterprises, Inc. (the "Company"), the Company's shareholders approved the five proposals submitted to a vote of the shareholders as described below. Proposal 1. The following three directors were elected to three-year terms on the Company's Board of Directors to serve until the 2011 annual meeting of shareholders and until their successors are duly elected and qualified: Loren Carroll, Michael Hagan and John Montford. The following directors continued in office after the meeting, but were not elected at the meeting: Paul D. Borghesani, Margaret S. Dano, James L. Doti, David S. Engelman, J. Michael Hagan, John T. Montford, Thomas B. Pitcher, Elden L. Smith and Daniel D. Villanueva. The Company's shareholders voted on this proposal as follows (there were no broker non-votes): For Withheld ---------- --------- Loren Carroll 68,546,636 4,197,382 Michael Hagan 66,819,635 5,924,383 John Montford 66,521,663 6,222,355 Proposal 2. The Company's shareholders also approved an amendment to the Company's Restated Certificate of Incorporation to increase the total number of authorized shares of the Company's common stock from 150,000,000 to 300,000,000 shares and to decrease the par value of the Company's common stock from $1.00 per share to $0.01 per share. The Company's shareholders voted on this proposal as follows (there were no broker non-votes): For: 59,347,123 Against: 13,317,009 Abstain: 79,886 Proposal 3. The Company's shareholders also approved the possible issuance of more than 20% of the shares of the Company's common stock outstanding, either directly or underlying new securities that may be convertible into or exercisable for the Company's common stock, to settle or otherwise satisfy the Company's upcoming repurchase obligation related to the Company's outstanding 5% convertible senior subordinated debentures. The Company's shareholders voted on this proposal as follows (there were no broker non-votes): For: 60,555,367 Against: 7,409,458 Abstain: 330,767 Proposal 4. The Company's shareholders ratified the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for fiscal year 2009. The Company's shareholders voted on this proposal as follows (there were no broker non-votes): For: 72,554,398 Against: 169,832 Abstain: 19,788 Proposal 5. The Company's shareholders authorized the board of directors of the Company, in its discretion, to adjourn or postpone the annual meeting. The Company's shareholders voted on this proposal as follows (there were no broker non-votes): For: 65,617,802 Against: 7,058,684 Abstain: 67,532 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: September 22, 2008 FLEETWOOD ENTERPRISES, INC. /s/ Leonard J. McGill -------------------------- Leonard J. McGill Senior Vice President, General Counsel and Secretary