Lennar Corporation filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
$LEN
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)
LENNAR CORPORATION
(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) (Zip Code)
(Registrant’s telephone number, including area code)
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:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | 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 (§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.
On April 10, 2024, the Company held its 2024 Annual Meeting of Stockholders, during which seven proposals were voted upon by the Company’s stockholders. The proposals are described in detail in the Company’s proxy statement filed with the U.S. Securities and Exchange Commission on February 29, 2024 (the “2024 Proxy Statement”). The final results for each of the matters submitted to a vote of stockholders at the meeting were as follows:
1. The following individuals were elected as directors to serve until the 2025 Annual Meeting of Stockholders:
| Votes For | Votes Against | Votes Abstaining | Broker Non-votes | ||||||||||||||||||||
| Amy Banse | 462,935,865 | 35,062,088 | 19,257,822 | 22,711,910 | |||||||||||||||||||
| Theron I. ("Tig") Gilliam | 477,890,234 | 20,140,896 | 19,224,645 | 22,711,910 | |||||||||||||||||||
| Sherrill W. Hudson | 470,716,645 | 27,301,109 | 19,238,021 | 22,711,910 | |||||||||||||||||||
| Jonathan M. Jaffe | 491,567,862 | 6,466,840 | 19,221,073 | 22,711,910 | |||||||||||||||||||
| Sidney Lapidus | 474,936,984 | 23,078,992 | 19,239,799 | 22,711,910 | |||||||||||||||||||
| Teri P. McClure | 451,616,632 | 46,393,807 | 19,245,336 | 22,711,910 | |||||||||||||||||||
| Stuart Miller | 436,466,111 | 61,497,153 | 19,292,511 | 22,711,910 | |||||||||||||||||||
| Armando Olivera | 474,745,751 | 23,281,162 | 19,228,862 | 22,711,910 | |||||||||||||||||||
| Dacona Smith | 496,183,992 | 1,841,209 | 19,230,574 | 22,711,910 | |||||||||||||||||||
| Jeffrey Sonnenfeld | 450,403,853 | 47,326,343 | 19,525,579 | 22,711,910 | |||||||||||||||||||
| Serena Wolfe | 483,631,924 | 14,385,664 | 19,238,187 | 22,711,910 | |||||||||||||||||||
2. Stockholders approved, on an advisory basis, the compensation of our named executive officers described in the 2024 Proxy Statement. The results of the vote were as follows:
| Votes For | Votes Against | Votes Abstaining | Broker Non-votes | |||||||||||||||||
| 408,441,162 | 108,472,713 | 341,900 | 22,711,910 | |||||||||||||||||
3. Stockholders ratified the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for our fiscal year ending November 30, 2024. The results of the vote were as follows:
| Votes For | Votes Against | Votes Abstaining | Broker Non-votes | |||||||||||||||||
| 530,138,661 | 9,669,676 | 159,348 | — | |||||||||||||||||
4. Stockholders approved an amendment to our Restated Certificate of Incorporation to limit the liability of certain officers as permitted by Delaware law. The results of the vote were as follows:
| Votes For | Votes Against | Votes Abstaining | Broker Non-votes | |||||||||||||||||
| 486,681,241 | 30,343,953 | 230,581 | 22,711,910 | |||||||||||||||||
5. Stockholders did not approve a stockholder proposal requesting a report disclosing the Company’s political spending and related policies and procedures. The results of the vote were as follows:
| Votes For | Votes Against | Votes Abstaining | Broker Non-votes | |||||||||||||||||
| 102,681,545 | 394,325,542 | 20,248,688 | 22,711,910 | |||||||||||||||||
6. Stockholders did not approve a stockholder proposal requesting a report disclosing the Company’s LGBTQ equity and inclusion efforts in its human capital management strategy. The results of the vote were as follows:
| Votes For | Votes Against | Votes Abstaining | Broker Non-votes | |||||||||||||||||
| 83,595,493 | 413,438,716 | 20,221,566 | 22,711,910 | |||||||||||||||||
7. Stockholders did not approve a stockholder proposal requesting a report on the Company’s plans to reduce greenhouse gas emissions. The results of the vote were as follows:
| Votes For | Votes Against | Votes Abstaining | Broker Non-votes | |||||||||||||||||
| 102,987,584 | 393,975,195 | 20,292,996 | 22,711,910 | |||||||||||||||||
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description of Document | ||||
| 3.1 | |||||
| 104 | Cover Page Interactive Data File--the cover page XBRL tags are embedded within the Inline XBRL document. | ||||
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: April 11, 2024 | Lennar Corporation | |||||||
| By: | /s/ Diane Bessette | |||||||
| Name: | Diane Bessette | |||||||
| Title: | Vice President and Chief Financial Officer | |||||||