Century Communities Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, 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): May 8, 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. ☐
| Item 5.07. |
Submission of Matters to a Vote of Security Holders.
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Century Communities, Inc. (the “Company”) held an Annual Meeting of Stockholders on May 8, 2024 (the “Annual Meeting”).
As of the close of business on March 11, 2024, the record date for the
Annual Meeting, there were 31,781,757 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 30,257,045 shares of
common stock entitled to vote at the Annual Meeting, representing 95.2% 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 four proposals, each of which is described in more detail in the Company’s definitive
proxy statement for the Annual Meeting filed with the SEC on March 27, 2024.
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:
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Votes For
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Votes Against
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Votes Abstained
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Broker Non-Votes
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Dale Francescon
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28,963,198
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372,817
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138,625
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782,405
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Robert J. Francescon
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29,022,217
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448,000
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4,423
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782,405
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Patricia L. Arvielo
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28,936,146
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534,416
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4,078
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782,405
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John P. Box
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27,199,435
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2,270,018
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5,187
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782,405
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Keith R. Guericke
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28,620,125
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849,328
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5,187
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782,405
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James M. Lippman
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28,520,626
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931,831
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22,183
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782,405
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Elisa Zúñiga Ramírez
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29,427,231
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43,266
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4,143
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782,405
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| 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, 2024, was approved by the Company’s stockholders by
the following final voting results:
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Votes For
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Votes Against
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Votes Abstained
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Broker Non-Votes
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30,137,511
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117,025
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2,509
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0
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| Proposal No. 3 - |
Advisory Vote on Executive Compensation. The Company’s
stockholders approved the proposal to approve, on an advisory basis, our executive compensation, by the following final voting results:
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Votes For
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Votes Against
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Votes Abstained
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Broker Non-Votes
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20,886,947
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8,055,058
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532,635
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782,405
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| Proposal No. 4 - |
Advisory Vote on the Frequency of Future Advisory Votes on Executive Compensation. A frequency of every one year for future advisory votes on executive compensation was approved, on an advisory basis, by the following final voting results:
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One Year
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Two Years
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Three Years
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Votes Abstained
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Broker Non-Votes
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26,705,987
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19,436
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2,461,218
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287,999
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782,405
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In accordance with the result of the advisory vote on Proposal No. 4 - Advisory Vote on the Frequency of Future Advisory Votes on Executive
Compensation, the Company’s Board of Directors has determined that the Company will conduct an executive compensation advisory vote, or say-on-pay vote, every one year.
| Item 9.01. |
Financial Statements and Exhibits.
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(d)
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Exhibits.
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Exhibit
No.
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Description
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104
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The Cover Page from this Current Report on Form 8-K, Formatted in Inline XBRL (filed herewith)
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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: May 9, 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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Interim Chief Financial Officer
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