UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
the Securities Exchange Act of 1934
Filed by the Registrant x
Filed by a Party other than the Registrant o
Check the appropriate box:
| o | Preliminary Proxy Statement | ||||
| o | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | ||||
| o | Definitive Proxy Statement | ||||
x | Definitive Additional Materials | ||||
| o | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. | ||||
DREAM FINDERS HOMES, INC.
(Exact name of registrant as specified in its charter)
N/A
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
x | No fee required. | ||||
| o | Fee paid previously with preliminary materials. | ||||
| o | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. | ||||
14701 Philips Highway, Suite 300
Jacksonville, Florida 32256
SUPPLEMENT TO THE PROXY STATEMENT
FOR THE 2025 ANNUAL MEETING OF STOCKHOLDERS
to be held on:
June 9, 2025
10:00 a.m. Eastern Time
Dear Stockholder:
On or about April 17, 2025, Dream Finders Homes, Inc. (“Dream Finders,” the “Company” or “we”) made available to stockholders a proxy statement describing the matters to be voted upon at the Company’s 2025 Annual Meeting of Stockholders (the “Annual Meeting”) to be held on June 9, 2025. This Supplement, which describes recent changes in the slate of nominees for election as Directors, updates the proxy statement and should be read in conjunction with it. Except as described in this Supplement, the information previously provided in the proxy statement continues to apply and should be considered in voting your shares. This Supplement contains important information for you to consider when deciding how to vote on the matters brought before the Annual Meeting. Please read it carefully.
Change in Candidates Nominated by the Board of Directors for Election as Directors at the Annual Meeting
Proposal 1 for the Annual Meeting consists of the election of Directors to serve as director for a one-year term ending at the Company’s 2026 Annual Meeting of Stockholders and until his or her successor is duly elected or appointed and qualified or, if earlier, such nominee’s death, resignation or removal. On May 12, 2025, we announced the resignation of Mr. W. Radford Lovett II as a member of our Board, effective as of June 9, 2025. Accordingly, the Board of Directors has authorized a revised slate of nominees for election to the Company’s Board of Directors at the Annual Meeting. As discussed further below, the revised list of nominees approved by the Board of Directors comprises each of the current Directors other than Mr. W. Radford Lovett II. Further information on the five (5) nominees is provided below and in the proxy statement. In addition, the Board of Directors approved reducing the size of the Company’s Board of Directors to from six (6) directors to five (5) directors, effective as of the Annual Meeting.
Because Mr. Lovett is no longer nominated to serve as a Director, shares represented by proxy voting forms received by the Company will be voted for the remaining five nominees as instructed on the form and will not be voted for Mr. Lovett. Proposal 1 is revised as follows:
| Proposal 1: | To elect Patrick O. Zalupski, Justin W. Udelhofen, Megha H. Parekh, Leonard M. Sturm and William W. Weatherford to the Board until our next annual meeting of stockholders, until such director’s successor is elected or appointed and qualified, or until such director’s earlier death, resignation or removal. | ||||
Biographical information with respect to all nominees is set forth in the proxy statement under the caption “PROPOSAL 1 - ELECTION OF DIRECTORS.”
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Voting; Revocability of Proxies
If you have already returned your proxy voting form, you do not need to submit a new form unless you wish to change your vote. Proxy voting forms already returned by stockholders will remain valid and will be voted at the Annual Meeting unless revoked. Shares represented by proxy voting forms returned before the Annual Meeting will be voted for the Directors nominated by the Board of Directors as instructed on the form, except that votes will not be cast for Mr. Lovett because he is no longer nominated by the Board of Directors.
If you have not yet returned your proxy voting form, please vote as soon as possible. You may use the proxy voting form enclosed with this Supplement, which reflects the revised nominees of the Board of Directors. Stockholders may revoke any previously delivered voting proxy at any time before it is voted at the Annual Meeting by providing written notice to the Corporate Secretary of the Company, by delivering a later-dated proxy or by voting during the Annual Meeting.
Other Matters
None of the other agenda items presented in the proxy statement are affected by this Supplement, and you should carefully review the proxy statement prior to voting your shares. The Company knows of no matters to be submitted at the Annual Meeting other than those presented in the proxy statement, as amended and supplemented by this Supplement. If any other matters properly come before the Annual Meeting, it is the intention of the persons named in the enclosed proxy voting form to vote the shares they represent in accordance with their best judgment on each of such matters.
BY ORDER OF THE BOARD OF DIRECTORS
Robert E. Riva
Vice President, General Counsel and Corporate Secretary
Jacksonville, Florida
May 12, 2025
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