Kb Home 8-K, filed Apr 24, 2023
Kb Home (KBH)
8-K
2023-04-24
For: 2023-04-20
View Original
Added on
April 11, 2026
About this 8-K
Kb Home filed this 8-K on April 24, 2023, reporting on events of April 20, 2023.
Items reported
- Item 5.07: Shareholder vote results
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: April 20, 2023
(Date of earliest event reported)
(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: (310 ) 231-4000
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.
On April 20, 2023, KB Home held its 2023 Annual Meeting of Stockholders. The final results for each item submitted to a vote of security holders at the Annual Meeting are provided below. The rounded percentages displayed below for the election of directors are based on the total “For” and “Against” votes cast for each respective director nominee. The rounded percentages displayed below for the other items are based on the total number of shares of KB Home common stock that were present or represented, and entitled to vote on each respective item, at the 2023 Annual Meeting.
1. The vote on the nominees for election to the KB Home board of directors was as follows:
| Director | For | % | Against | % | Abstentions | Broker Non-Votes | ||||||||||||||
| Jose M. Barra | 74,378,059 | 99.3% | 512,227 | 0.7% | 62,641 | 6,089,631 | ||||||||||||||
| Arthur R. Collins | 72,985,708 | 97.4% | 1,926,378 | 2.6% | 40,841 | 6,089,631 | ||||||||||||||
| Dorene C. Dominguez | 72,520,846 | 96.8% | 2,370,109 | 3.2% | 61,972 | 6,089,631 | ||||||||||||||
| Kevin P. Eltife | 72,527,827 | 96.8% | 2,364,846 | 3.2% | 60,254 | 6,089,631 | ||||||||||||||
| Dr. Stuart A. Gabriel | 74,186,151 | 99.1% | 710,658 | 0.9% | 56,118 | 6,089,631 | ||||||||||||||
| Dr. Thomas W. Gilligan | 72,125,705 | 96.3% | 2,767,155 | 3.7% | 60,067 | 6,089,631 | ||||||||||||||
| Jodeen A. Kozlak | 72,452,864 | 96.7% | 2,439,578 | 3.3% | 60,485 | 6,089,631 | ||||||||||||||
| Melissa Lora | 70,805,203 | 94.5% | 4,090,729 | 5.5% | 56,995 | 6,089,631 | ||||||||||||||
| Jeffrey T. Mezger | 72,122,617 | 96.4% | 2,729,064 | 3.6% | 101,246 | 6,089,631 | ||||||||||||||
| Brian R. Niccol | 72,889,044 | 97.3% | 1,992,718 | 2.7% | 71,165 | 6,089,631 | ||||||||||||||
| James C. Weaver | 64,814,821 | 86.5% | 10,073,186 | 13.5% | 64,920 | 6,089,631 | ||||||||||||||
2. The non-binding advisory vote to approve named executive officer compensation was as follows:
| For | % | Against | % | Abstentions | Broker Non-Votes | ||||||||||||
| 60,146,386 | 80.3% | 14,378,196 | 19.2% | 428,345 | 6,089,631 | ||||||||||||
3. The vote to ratify Ernst & Young LLP’s appointment as KB Home’s independent registered public accounting firm for the fiscal year ending November 30, 2023 was as follows:
| For | % | Against | % | Abstentions | Broker Non-Votes | ||||||||||||
| 79,184,216 | 97.7% | 1,825,488 | 2.3% | 32,854 | N/A | ||||||||||||
4. The vote to approve the Amended and Restated KB Home 2014 Equity Incentive Plan was as follows:
| For | % | Against | % | Abstentions | Broker Non-Votes | ||||||||||||
| 70,723,908 | 94.4% | 4,129,048 | 5.5% | 99,971 | 6,089,631 | ||||||||||||
5. The non-binding advisory vote on the frequency of the advisory vote to approve named executive officer compensation advisory vote was as follows:
| Annual | % | Biennial | % | Triennial | % | Abstentions | Broker Non-Votes | ||||||||||||||||
| 70,393,889 | 93.9% | 84,247 | 0.1% | 4,416,231 | 5.9% | 58,559 | 6,089,631 | ||||||||||||||||
On April 20, 2023, based on stockholders’ advisory vote favoring such frequency at the 2023 Annual Meeting of Stockholders, KB Home’s board of directors determined it will include an advisory vote to approve named executive officer compensation in KB Home’s proxy materials annually until the next required frequency advisory vote, unless the Board earlier determines in its judgment that it is appropriate to include the advisory vote to approve named executive officer compensation on a less frequent basis. Federal securities law requires that a frequency advisory vote be held at least once every six years.
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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: April 24, 2023
| KB Home | |||||||||||
| By: | /s/ William (Tony) Richelieu | ||||||||||
| William (Tony) Richelieu | |||||||||||
| Vice President, Corporate Secretary and Assistant General Counsel | |||||||||||
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