Century Communities Inc. filed SEC Form 8-K: Leadership Update, Financial Statements and Exhibits
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Homebuilding
Consumer Discretionary
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): December 27, 2024
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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(Address of principal executive offices)
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(Zip Code)
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(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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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. ☐
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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On December 27, 2024, Century Communities, Inc. (the “Company”) entered into an amended and restated employment agreement (collectively, the “Amended
Employment Agreements”) with each of Dale Francescon and Robert J. Francescon (collectively, the “Executives”), in each case effective as of January 1, 2025. The Amended Employment Agreements, which are nearly identical in their terms, reflect the
following material changes:
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Dale Francescon’s new position as Executive Chair and Robert J. Francescon’s new position as Chief Executive Officer and President, in each case effective as of January 1, 2025, thereby eliminating
the Company’s Co-Chief Executive Officer structure; and
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Elimination of the definition of “Retirement” and the payments and benefits previously provided in the case of the Executive’s retirement, and in lieu thereof, the ability of the Executive to elect
to serve as a strategic advisor to the Company’s Board of Directors in a part-time capacity.
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The Amended Employment Agreements also contain certain immaterial changes intended to conform language to the foregoing changes, document the Executives’ current base
salaries, and provide additional clarification.
The foregoing summaries of the Amended Employment Agreements do not purport to be complete and are qualified in their entirety by reference to the complete terms of the
respective agreements, which are filed as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K and incorporated by reference herein.
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Item 9.01
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Financial Statements and Exhibits.
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(d)
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Exhibits.
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Exhibit Number
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Description
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Amended and Restated Employment Agreement, effective as of January 1, 2025, between Century Communities, Inc. and Dale Francescon (filed herewith)
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Amended and Restated Employment Agreement, effective as of January 1, 2025, between Century Communities, Inc. and Robert J. Francescon (filed herewith)
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104
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The cover page from this current report on Form 8-K, formatted in Inline XBRL
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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.
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Date: December 27, 2024
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CENTURY COMMUNITIES, INC.
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By:
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/s/ J. Scott Dixon
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Name:
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J. Scott Dixon | |
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Title:
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Chief Financial Officer |