Hovnanian Enterprises Inc filed SEC Form 8-K: Departure Of Directors Or Certain Officers; Election Of Directors; Appointment Of Certain Officers; Compensatory Arrangements Of Certain Officers, Submission Of Matters To A Vote Of Security Holders, Financial Statements And Exhibits

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 

 

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): March 30, 2021

 

HOVNANIAN ENTERPRISES, INC.
(Exact Name of Registrant as Specified in its Charter)

 

 

Matawan, New Jersey 07747
(Address of Principal Executive Offices) (Zip Code)

 

(732) 747-7800
(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.

 

 

(1) Each share of Class A Common Stock includes an associated Preferred Stock Purchase Right. Each Preferred Stock Purchase Right initially represents the right, if such Preferred Stock Purchase Right becomes exercisable, to purchase from the Company one ten-thousandth of a share of its Series B Junior Preferred Stock for each share of Common Stock. The Preferred Stock Purchase Rights currently cannot trade separately from the underlying Common Stock.

 

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 5.02.      Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

(e)     Amended and Restated 2020 Hovnanian Enterprises, Inc. Stock Incentive Plan

 

On March 30, 2021, Hovnanian Enterprises, Inc. (the “Company”) held its 2021 Annual Meeting of Stockholders (the “2021 Annual Meeting”) at which the Company’s stockholders approved the Amended and Restated 2020 Hovnanian Enterprises, Inc. Stock Incentive Plan (the “Amended Plan”), which had been previously recommended for approval by the Company’s Compensation Committee of the Board of Directors and previously approved by the Company’s Board of Directors, in each case, subject to stockholder approval. The Amended Plan became effective as of the date of such stockholder approval.

 

Prior to adoption of the Amended Plan, the Company had been granting equity-based incentive awards under the 2020 Hovnanian Enterprises, Inc. Stock Incentive Plan (the “Existing Plan”). The Amended Plan is substantially identical to the Existing Plan, except it (i) increases the reserve of Class A common stock and Class B common stock for future grants by an aggregate of 300,000 shares and (ii) removes a provision that provided for the limited ability of the Company’s chief executive officer to accelerate the exercisability of stock options under certain circumstances.

 

The material features of the Amended Plan are described in the Company’s Definitive Proxy Statement filed on February 12, 2021 and Definitive Additional Materials filed on March 4, 2021 in connection with the 2021 Annual Meeting, which descriptions are filed herewith as Exhibit 99.1 and Exhibit 99.2, respectively, and incorporated herein by reference. The above and the incorporated descriptions of the Amended Plan are qualified in their entirety by reference to the Amended Plan, which is incorporated by reference herewith as Exhibit 10.1 and incorporated herein by reference.

 

Item 5.07.     Submission of Matters to a Vote of Security Holders.

 

The Company held its 2021 Annual Meeting on March 30, 2021. The matters voted upon at the 2021 Annual Meeting and the final results of the votes were as follows: 

 

(1)     Election of all directors of the Company to hold office until the next annual meeting of stockholders and until their respective successors have been duly elected and qualified. Abstentions and broker non-votes had no effect on the outcome because such shares were not considered votes cast. The elected directors were:

 

 

 

(2)     Ratification of the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending October 31, 2021. Abstentions had no effect on the outcome because such shares were not considered votes cast.  There were no broker non-votes.

 

 

 

(3)      Approval of the Amended and Restated 2020 Hovnanian Enterprises, Inc. Stock Incentive Plan. Under the rules of the New York Stock Exchange, abstentions were considered votes cast and, therefore, had the same effect as a vote against the proposal. Broker non-votes had no effect on the outcome because such shares were not considered votes cast.

 

 

 

(4)     Non-binding advisory vote on approval of the compensation of the Company’s named executive officers as disclosed in the Proxy Statement. Abstentions and broker non-votes had no effect on the outcome because such shares were not considered votes cast.

 

 

 

(5)     Approval of an amendment to the Company’s stockholder rights plan. Abstentions and broker non-votes had no effect on the outcome because such shares were not considered votes cast.

 

 

 

Item 9.01. Financial Statements and Exhibits.

 

 

 

 

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.

 

 

 

 

Date: March 30, 2021