Tri Pointe Homes Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
$TPH
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) April 17, 2024
_______________________________________________________________________________________
(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 (775 ) 413-1030
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:
| 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
Tri Pointe Homes, Inc., a Delaware corporation (the “Company”), held its 2024 annual meeting of stockholders on April 17, 2024 (the “Annual Meeting”). A total of 95,971,810 shares of the Company’s common stock were present or represented by proxy at the Annual Meeting, representing more than 88% of the Company’s shares outstanding as of the February 27, 2024 record date. The matters submitted for a stockholder vote and the related results are set forth below.
Proposal No. 1—Election of six nominees to serve as directors:
| Director | Votes For | Votes Against | Votes Abstained | Broker Non-Votes | ||||||||||
| Douglas F. Bauer | 82,864,438 | 774,076 | 22,707 | 1,609,137 | ||||||||||
| Lawrence B. Burrows | 81,678,407 | 1,953,581 | 29,233 | 1,609,137 | ||||||||||
| Steven J. Gilbert | 71,401,020 | 11,943,884 | 316,317 | 1,609,137 | ||||||||||
| R. Kent Grahl | 82,649,710 | 982,287 | 29,224 | 1,609,137 | ||||||||||
| Vicki D. McWilliams | 81,654,617 | 1,982,224 | 24,380 | 1,609,137 | ||||||||||
| Constance B. Moore | 82,440,431 | 1,196,276 | 24,514 | 1,609,137 | ||||||||||
Proposal No. 2—Non-binding, advisory vote on the compensation of the Company’s named executive officers:
| Votes For | Votes Against | Votes Abstained | Broker Non-Votes | ||||||||
| 61,081,461 | 22,545,914 | 33,846 | 1,609,137 | ||||||||
Proposal No. 3—Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the 2024 fiscal year:
| Votes For | Votes Against | Votes Abstained | ||||||
| 84,460,836 | 791,491 | 18,030 | ||||||
Based on the foregoing votes, all six nominees were elected and Proposals No. 2 and No. 3 were approved.
Item 9.01 Financial Statements and Exhibits
(d)Exhibits
104 Cover Page Interactive Data File, formatted in Inline XBRL
2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Tri Pointe Homes, Inc. | ||||||||
| Date: April 18, 2024 | By: | /s/ David C. Lee | ||||||
| David C. Lee, General Counsel and Secretary | ||||||||
3