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: October 10, 2024
(Date of earliest event reported)
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) Long-Term Incentive Awards. On October 10, 2024, the management development and compensation committee of the board of directors of KB Home approved grants of long-term incentive awards to KB Home’s named executive officers listed below under the terms of the Amended and Restated KB Home 2014 Equity Incentive Plan and the form performance-based restricted stock unit (“PSU”) award agreement attached as an exhibit to the Current Report on Form 8-K filed with the Securities and Exchange Commission on October 11, 2023.
The awards to the named executive officers consisted solely of PSUs corresponding to a target award amount of shares of KB Home common stock (“Award Shares”) for each recipient. Each PSU entitles a recipient to receive between 0% to 200% of the recipient’s Award Shares based on KB Home’s achieving over the three-year performance period commencing on December 1, 2024 and ending on November 30, 2027 specified levels of (a) cumulative adjusted earnings per share; (b) average adjusted return on invested capital; and (c) revenue growth performance relative to a peer group of high-production public homebuilding companies. The earnings per share performance measure will determine 40%, the average return on invested capital performance measure will determine 35%, and the relative revenue growth performance measure will determine 25%, of the final number of shares of KB Home common stock that may be issued pursuant to each PSU. Each PSU recipient is also entitled to a cash payment equal to the ratio of such final number of shares issued to them to their respective Award Shares multiplied by a credited dividend equivalent amount, which is based on the number of Award Shares and cash dividends paid in respect of one share of KB Home common stock with a record date between the grant date and the date the committee determines the applicable performance achievements. If performance over the performance period for all three performance measures is below specific thresholds, each PSU recipient will receive no shares of KB Home common stock and no credited cash dividend amount.
The below table shows the respective Award Shares granted to KB Home’s named executive officers on October 10, 2024.
| Named Executive Officer | Performance-Based Restricted Stock Units (#) | |||||||
| Robert V. McGibney | 37,589 | |||||||
| Jeffrey T. Mezger | 90,214 | |||||||
| Albert Z. Praw | 11,903 | |||||||
| Brian J. Woram | 11,903 | |||||||
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SIGNATURES
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: October 15, 2024
| KB Home | |||||||||||
| By: | /s/ William A. (Tony) Richelieu | ||||||||||
| William A. (Tony) Richelieu | |||||||||||
| Vice President, Corporate Secretary and Associate General Counsel | |||||||||||
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