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    Century Communities Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits

    5/8/25 4:30:30 PM ET
    $CCS
    Homebuilding
    Consumer Discretionary
    Get the next $CCS alert in real time by email
    false000157694000015769402025-05-072025-05-07

    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 7, 2025



    CENTURY COMMUNITIES, INC.
    (Exact name of registrant as specified in its charter)



    Delaware
    001-36491
    68-0521411
    (State or other jurisdiction of incorporation)
    (Commission File Number)
    (IRS Employer Identification No.)

    8390 East Crescent Parkway, Suite 650
    Greenwood Village, Colorado
     
    80111
    (Address of principal executive offices)
     
    (Zip Code)

    (303) 770-8300
    (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 class
    Trading Symbol(s)
    Name of each exchange on which registered
    Common stock, par value $0.01 per share
    CCS
    New York Stock Exchange

    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 5.07.
    Submission of Matters to a Vote of Security Holders.
     
    Century Communities, Inc. (the “Company”) held an Annual Meeting of Stockholders on May 7, 2025 (the “Annual Meeting”).
     
    As of the close of business on March 10, 2025, the record date for the Annual Meeting, there were 30,651,555 shares of the Company’s common stock outstanding and entitled to vote at the Annual Meeting.  Each share of common stock was entitled to one vote. Stockholders holding an aggregate of 28,464,547 shares of common stock entitled to vote at the Annual Meeting, representing 92.9% of the Company’s outstanding shares of common stock as of the record date, and which constituted a quorum thereof, were present in person or represented by proxy at the Annual Meeting.
     
    At the Annual Meeting, the Company’s stockholders considered three proposals, each of which is described in more detail in the Company’s definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission (the “SEC”) on March 26, 2025.
     
    The final results of such stockholder voting on each proposal brought before the Annual Meeting are set forth below:

    Proposal No. 1 -
    Election of Directors.  The seven director nominees proposed by the Board of Directors of the Company were elected to serve as members of the Board of Directors until the next annual meeting of stockholders and until their successors are duly elected and qualified by the following final voting results:
     
     
    Votes For
     
    Votes Against
     
    Votes Abstained
     
    Broker Non-Votes
     
    Dale Francescon
    25,543,337
     
    1,760,493
       
    5,399
       
    1,155,318
     
    Robert J. Francescon
    27,110,347
      193,464    
    5,418
       
    1,155,318
     
    Patricia L. Arvielo
    26,748,307
     
    485,169
       
    75,753
       
    1,155,318
     
    John P. Box
    26,004,339
     
    1,279,202
       
    25,688
       
    1,155,318
     
    Keith R. Guericke
    26,245,109
     
    1,038,614
       
    25,506
       
    1,155,318
     
    James M. Lippman
    26,195,126
     
    1,088,380
       
    25,723
       
    1,155,318
     
    Elisa Zúñiga Ramírez
    27,286,590
     
    17,127
       
    5,512
       
    1,155,318
     

    Proposal No. 2 -
    Ratification of Appointment of Independent Registered Public Accounting Firm.  The ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2025, was approved by the Company’s stockholders by the following final voting results:
     
    Votes For
     
    Votes Against
     
    Votes Abstained
     
    Broker Non-Votes
     
    28,270,066
     
    186,406
     
    8,075
     
    0
     

    Proposal No. 3 -
    Advisory Vote on Executive Compensation.  The Company’s stockholders approved, on an advisory basis, the executive compensation of the Company’s named executive officers, as disclosed in the Company’s proxy statement pursuant to the compensation disclosure rules of the SEC, by the following final voting results:
     
    Votes For
     
    Votes Against
     
    Votes Abstained
     
    Broker Non-Votes
     
    24,368,776
     
    2,932,045
     
    8,408
     
    1,155,318
     


    Item 9.01.
    Financial Statements and Exhibits.
     
    (d)          Exhibits.
     
    Exhibit
    No.
     
    Description
    104
     
    The Cover Page from this Current Report on Form 8-K, Formatted in Inline XBRL (filed herewith)


    SIGNATURES
     
    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:  May 8, 2025
    CENTURY COMMUNITIES, INC.
         
     
    By:
    /s/ J. Scott Dixon
     
    Name: J. Scott Dixon
     
    Title:   Chief Financial Officer



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