Century Communities, Inc 8-K, filed Feb 3, 2021
Century Communities, Inc. (CCS)
8-K
2021-02-03
For: 2021-02-03
View Original
Added on
April 10, 2026
About this 8-K
Century Communities, Inc filed this 8-K on February 3, 2021.
Items reported
- Item 5.03: Charter or bylaw amendment, or fiscal year change
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
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): February 3, 2021
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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(Address of principal executive offices)
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(Zip Code)
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(303 ) 770-8300
(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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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).
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Emerging growth company
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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 5.03 |
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
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On February 3, 2021, the Board of Directors (the “Board”) of Century Communities, Inc. (the “Company”) approved and adopted an amendment to the
Company’s Bylaws, as amended (the “Bylaws”), to change the vote standard for the election of directors from a plurality to a majority of votes cast in uncontested elections and to make certain changes related to stockholder nominees (the “Bylaws
Amendment”). The Bylaws Amendment became effective immediately upon its approval and adoption by the Board.
The Bylaws Amendment requires that, in uncontested elections, each nominee for director be elected only if the number of votes cast “for” a director
nominee exceeds the number of votes cast “against” such director nominee. In contested elections, the vote standard will continue to be a plurality of votes cast.
The Bylaws Amendment also requires stockholder nominees to provide a statement as to whether such stockholder nominee would be in compliance if
elected as a director of the Company and will comply with all applicable corporate governance, conflict of interest, confidentiality, and stock ownership and trading policies and guidelines of the Company, including without limitation the new
director resignation policy referred to below.
The foregoing summary of the Bylaws Amendment is qualified in its entirety by reference to the complete text of the Bylaws Amendment, as approved,
adopted, and effective on February 3, 2021, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.
| Item 8.01 |
Other Events.
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In addition to the Bylaws Amendment, the Board approved a director resignation policy to be contained in the Company’s Corporate Governance
Guidelines, which provides that any incumbent director who is not elected to the Board in accordance with the Bylaws shall promptly tender a written offer of resignation as a director. The Nominating and Corporate Governance Committee of the Board
will recommend to the Board whether to accept or reject the director’s resignation offer or take other action, and the Board will take action with respect to the director’s resignation offer no later than 90 days following certification of the
election results and will publicly disclose its decision regarding the director’s resignation offer, if applicable, promptly thereafter. Any director whose resignation offer is under consideration will abstain from participating in any decision
regarding that resignation offer. The amended Corporate Governance Guidelines are available in the “Investors—Corporate Governance—Governance Documents” section of the Company’s website located at www.centurycommunities.com. Information on the
Company’s website is not incorporated by reference into, and does not constitute a part of, this Current Report on Form 8-K.
| Item 9.01 |
Financial Statements and Exhibits.
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(d)
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Exhibits.
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Exhibit No.
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Description
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Amendment to the Bylaws of Century Communities, Inc., as adopted and effective on February 3, 2021
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104
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The Cover Page from this Current Report on Form 8-K, formatted in Inline XBRL
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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.
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Date: February 3, 2021
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CENTURY COMMUNITIES, INC.
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By:
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/s/ Dale Francescon
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Name:
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Dale Francescon
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Title:
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Chairman and Co-Chief Executive Officer
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Exhibit 3.1
AMENDMENT TO THE BYLAWS
OF
CENTURY COMMUNITIES, INC.
1. Article I, Section 1.7 of the Bylaws of Century Communities, Inc. (the
“corporation”) as currently in effect is hereby amended and restated in its entirety as follows:
“Section 1.7 Voting; Proxies. Except as otherwise
provided by or pursuant to the provisions of the certificate of incorporation, each stockholder entitled to vote at any meeting of stockholders shall be entitled to one vote for each share of stock held by such stockholder which has voting power upon
the matter in question. Each stockholder entitled to vote at a meeting of stockholders or to express consent to corporate action in writing without a meeting may authorize another person or persons to act for such stockholder by proxy, but no such
proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period. A proxy shall be irrevocable if it states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient
in law to support an irrevocable power. A stockholder may revoke any proxy which is not irrevocable by attending the meeting and voting in person or by delivering to the Secretary a revocation of the proxy or a new proxy bearing a later date. Voting
at meetings of stockholders need not be by written ballot. At all meetings of stockholders for the election of directors at which a quorum is present, each nominee for director shall be elected by a majority of the votes cast. For purposes of this
Section 1.7, a “majority of the votes cast” shall mean that the number of votes cast “for” a director nominee exceeds the number of votes cast “against” such director nominee (with “abstentions” and “broker non-votes” not counted as a vote cast
either “for” or “against” that nominee’s election); provided, however, that directors shall be
elected by a plurality of the votes cast in connection with any Contested Election, as defined herein. For purposes of this Section 1.7, a “Contested Election” is any
election of directors in connection with which (a)(i) the Secretary of the corporation receives notice, in compliance with the advance notice requirements for Nominations set forth in Section 1.13 of this Article I, that a stockholder has nominated
one or more persons to compete with the persons nominated by the Board of Directors for election to the Board of Directors and (ii) such Nomination has not been withdrawn by such stockholder on or prior to the fifth (5th) day preceding the
date the corporation first mails its notice of meeting for such meeting to the stockholders or (b) one or more director nominees has been presented for election by a stockholder or stockholders pursuant to a solicitation of written consents pursuant
to Section 1.10 of this Article I, if then permitted under the certificate of incorporation. If directors are to be elected by a plurality of the votes cast in connection with any Contested Election, stockholders shall not be permitted to vote
against a nominee, but rather shall be given the opportunity with regard to each nominee for election to vote for the election of the nominee or to withhold votes with regard to the nominee. All other questions presented to the stockholders at a
meeting at which a quorum is present shall, unless otherwise provided by the certificate of incorporation, these bylaws, the rules or regulations of any stock exchange applicable to the corporation, or applicable law or pursuant to any regulation
applicable to the corporation or its securities, be decided by the affirmative vote of the holders of a majority in voting power of the shares of stock of the corporation which are present in person or by proxy and entitled to vote thereon.”
2. Article I, Section 1.13(A)(2) of the Bylaws of the corporation as currently
in effect is hereby amended and restated in its entirety as follows:
“(2) For Nominations or Business to be properly brought before an annual meeting by a stockholder pursuant to clause (c) of paragraph
(A)(1) of this Section 1.13, the stockholder must have given timely notice thereof in writing to the Secretary and any proposed Business must constitute a proper matter for stockholder action. To be timely, a stockholder’s notice shall be delivered
to the Secretary at the principal executive offices of the corporation not later than the close of business on the ninetieth (90th) day nor earlier than the close of business on the one hundred twentieth (120th) day prior to the first anniversary of
the preceding year’s annual meeting (provided, however, that in the event that the date of the
annual meeting is more than thirty (30) days before or more than seventy (70) days after such anniversary date, notice by the stockholder must be so delivered not earlier than the close of business on the one hundred twentieth (120th) day prior to
such annual meeting and not later than the close of business on the later on the ninetieth (90th) day prior to such annual meeting or the tenth (10th) day following the day on which public announcement of the date of such meeting is first made by the
corporation). In no event shall the public announcement of an adjournment or postponement of an annual meeting of stockholders of the corporation commence a new time period (or extend any time period) for the giving of a stockholder’s notice as
describe above. Such stockholder’s notice shall set forth: (a) as to each Nomination to be made by such stockholder, (i) all information relating to the individual subject to such the Nomination that is required to be disclosed in solicitations of
proxies for election of directors in an election contest, or is otherwise required, in each case pursuant to and in accordance with Regulation 14A under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), without regard to the application of the Exchange Act to either the Nomination or the corporation, (ii) such individual’s written consent to being named in a proxy statement as a nominee and to
serving as director if elected, and (iii) a statement whether such person, would be in compliance if elected as a director of the corporation, and will comply with all applicable corporate governance, conflict of interest, confidentiality and stock
ownership and trading policies and guidelines of the corporation; (b) as to the Business proposed by such stockholder, a brief description of the Business, the text of the proposed Business (including the text of any resolutions proposed for
consideration and in the event that such Business includes a proposal to amend the by-laws of the corporation, the language of the proposed amendment), the reasons for conducting such Business at the meeting and any material interest in such Business
of such stockholder and the beneficial owner, if any, on whose behalf the proposal is made; and (c) as to the stockholder giving the notice and the beneficial owner, if any, on whose behalf the Nomination or Business is made (i) the name and address
of such stockholder, as they appear on the corporation’s books, and such beneficial owner, (ii) the class, series and number of shares of capital stock of the corporation which are owned beneficially and of record by such stockholder and such
beneficial owner, (iii) a representation that the stockholder is a holder of record of stock of the corporation entitled to vote at such meeting and such stockholder (or a qualified representative of such stockholder) intends to appear in person or
by proxy at the meeting to propose such Nomination or Business, and (iv) a representation whether the stockholder or the beneficial owner, if any, intends or is part of a group which intends (a) to deliver by proxy statement and/or form of proxy to
holders of at least the percentage of the corporation’s outstanding capital stock required to approve or adopt the Business or elect the nominee subject to the Nomination and/or (b) otherwise to solicit proxies from stockholders of the corporation in
support of such Nomination or Business; provided, however, that if the Business is otherwise
subject to Rule 14a-8 (or any successor thereto) promulgated under the Exchange Act (“Rule 14a-8”), the foregoing notice requirements shall be deemed satisfied by a
stockholder if the stockholder has notified the corporation of his, her or its intention to present such Business at an annual meeting of stockholders of the corporation in compliance with Rule 14a-8, and such Business has been included in a proxy
statement that has been prepared by the corporation to solicit proxies for such annual meeting of stockholders. The corporation may require any individual subject to such Nomination to furnish such other information as it may reasonably require to
determine the eligibility of such individual subject to such Nomination to serve as a director of the corporation.”
3. This amendment to the bylaws of the corporation is hereby duly adopted and
made effective on the date hereof pursuant to authority conferred under Section 115 of the General Corporation Law of the State of Delaware and in accordance with each of the certificate of incorporation, as amended, of the corporation, and Section
7.6 of the bylaws of the corporation.
[Signature page follows]
IN WITNESS WHEREOF, this Amendment to the Bylaws of Century
Communities, Inc. has been duly approved and adopted by the Board of Directors of Century Communities, Inc. on this 3rd day of February, 2021.
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By:
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/s/ David L. Messenger
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Name:
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David L. Messenger | |
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Title:
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Secretary |