D.R. Horton Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
$DHI
Homebuilding
Consumer Discretionary
Washington, D.C. 20549
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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): January 16, 2025
______________________________
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
(Address of principal executive offices)
(817 ) 390-8200
(Registrant’s telephone number, including area code)
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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 (see General Instruction A.2. below):
| 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 | Name of Each Exchange on Which Registered | ||||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).
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.
On January 16, 2025, D.R. Horton, Inc. held its Annual Meeting of Stockholders. At the Annual Meeting, stockholders considered: (1) the election of nine director nominees named in the Company’s proxy statement, (2) an advisory vote on the approval of executive compensation and (3) the ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal 2025. There were 320,829,216 shares of Common Stock eligible to be voted at this meeting and there were 290,585,709 shares of Common Stock represented in person or by proxy. The Annual Meeting voting results of the three listed matters were as follows:
(1). Proposal One: Election of Directors. Stockholders elected each of the following nominees as a director to hold office until the 2026 Annual Meeting and until his or her successor is duly elected and qualified based on the following votes.
| Nominee | For | Against | Abstain | Broker Non-Votes | ||||||||||||||||||||||
| David V. Auld | 264,713,259 | 5,510,954 | 173,781 | 20,187,715 | ||||||||||||||||||||||
| Paul J. Romanowski | 268,603,180 | 1,620,027 | 174,787 | 20,187,715 | ||||||||||||||||||||||
| Brad S. Anderson | 255,556,613 | 14,657,778 | 183,603 | 20,187,715 | ||||||||||||||||||||||
| Michael R. Buchanan | 253,686,223 | 16,530,303 | 181,468 | 20,187,715 | ||||||||||||||||||||||
| Benjamin S. Carson, Sr. | 258,076,349 | 12,112,281 | 209,364 | 20,187,715 | ||||||||||||||||||||||
| M. Chad Crow | 269,388,542 | 827,692 | 181,760 | 20,187,715 | ||||||||||||||||||||||
| Elaine D. Crowley | 269,998,579 | 219,744 | 179,671 | 20,187,715 | ||||||||||||||||||||||
| Maribess L. Miller | 267,691,154 | 2,524,046 | 182,794 | 20,187,715 | ||||||||||||||||||||||
| Barbara R. Smith | 269,616,270 | 601,244 | 180,480 | 20,187,715 | ||||||||||||||||||||||
(2). Proposal Two: Advisory Vote on the Approval of Executive Compensation. Stockholders approved the Company’s executive compensation based on the following votes.
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 250,304,148 | 19,746,100 | 347,746 | 20,187,715 | |||||||||||||||||
(3). Proposal Three: Ratify the Appointment of Ernst & Young LLP as the Company’s Independent Registered Public Accounting Firm. Stockholders approved the ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending September 30, 2025 based on the following votes.
| For | Against | Abstain | ||||||||||||
| 289,726,378 | 415,272 | 444,059 | ||||||||||||
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| D.R. Horton, Inc. | ||||||||||||||
| Date: | January 17, 2025 | By: | /s/ THOMAS B. MONTAÑO | |||||||||||
| Thomas B. Montaño | ||||||||||||||
| Senior Vice President and Corporate Secretary | ||||||||||||||
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