Kb Home 8-K, filed Jan 25, 2021
Kb Home (KBH)
8-K
2021-01-25
For: 2021-01-21
View Original
Added on
April 11, 2026
About this 8-K
Kb Home filed this 8-K on January 25, 2021, reporting on events of January 21, 2021.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 5.03: Charter or bylaw amendment, or fiscal year change
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: January 21, 2021
(Date of earliest event reported)
(Exact name of registrant as specified in its charter)
10990 Wilshire Boulevard
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
(Address of principal executive offices)
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:
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).
| 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 | ||||||
| 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(b) Director Resignation. On January 21, 2021, director Kenneth M. Jastrow, II resigned from the KB Home board of directors, effective immediately, in conjunction with being appointed as a Director Emeritus. Mr. Jastrow’s resignation was not due to any disagreement with KB Home or the board of directors on any matter relating to KB Home’s operations, policies or practices, or otherwise.
(d) Election of Director. On January 21, 2021, the board of directors elected Ms. Jodeen A. Kozlak as a director for a term ending at KB Home’s 2021 Annual Meeting of Stockholders, and appointed her to the board’s management development and compensation committee. Ms. Kozlak will participate in the same compensation program as KB Home’s other independent directors. Ms. Kozlak is the founder of Kozlak Capital Partners, a strategic advisory firm. With Ms. Kozlak’s election, the KB Home board of directors has 12 members, 11 of whom are independent.
A copy of the press release KB Home issued on January 25, 2021 announcing Mr. Jastrow’s appointment as a Director Emeritus and Ms. Kozlak’s election to the board of directors is attached as Exhibit 99.1 to this report.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
(a) Amendment to Amended and Restated By-laws. On January 21, 2021 the board of directors approved an amendment to KB Home’s Amended and Restated By-laws, effective immediately, to add Section 3.14 Directors Emeritus. The By-laws were last changed in 2019. New Section 3.14 states:
The Board may appoint one or more directors to the position of Director Emerita or Director Emeritus (hereafter, “Director Emeritus”). Director Emeritus appointments, if any, shall be at the Board’s sole discretion, and there shall be no more than two Directors Emeritus at any one time unless the Board determines that it is necessary or appropriate to have three or more Director Emeritus for a particular period. Upon such appointment, any such director shall simultaneously resign from the Board and cease being considered a “director” or “officer” under the DGCL [Delaware General Corporation Law], the Corporation’s Certificate of Incorporation and By-Laws, and for any federal or state legal or regulatory purpose. A Director Emeritus shall not be an employee of the Corporation. Further, a Director Emeritus shall have no power or authority to manage the Corporation’s business or affairs. Accordingly, a Director Emeritus shall not have any of the responsibilities or liabilities of a “director” or “officer,” nor any of a “director’s” or “officer’s” rights, powers or privileges. Only directors with a service tenure of at least five years, or having expertise or knowledge the Board deems to be especially important, are eligible to be appointed as a Director Emeritus. Each such appointment shall be for a one-year term, subject to re-appointment by the Board for one or more additional one-year terms (provided that the Board may set a shorter term for any Director Emeritus appointment or re-appointment if it deems it appropriate), or until such Director Emeritus’ earlier death, resignation, retirement, removal (for any reason or no reason by the Board), or reaching the retirement age the Board establishes for directors. Directors Emeritus shall provide such advisory services to the Board and its committees as deemed appropriate, including, without limitation, attending and participating in meetings and executive sessions, but they shall not be entitled to vote or be counted for quorum purposes at any such meetings or executive sessions. Directors Emeritus shall be entitled to receive fees for their service in such form and amount as the Board approves, and shall be reimbursed for expenses incurred in connection with their service as a Director Emeritus. Directors Emeritus shall remain subject to all of the Corporation’s policies applicable to directors, including without limitation, any ethics and confidentiality obligations, and requirements applicable to transactions in the Corporation’s securities. Directors Emeritus shall be entitled throughout their service to the same indemnification and insurance coverage benefits and protections accorded to directors under the DGCL, the Corporation’s Certificate of Incorporation and By-Laws, and to the undiminished continuation of any contractual indemnification, defense, advancement of expenses and like personal liability protection terms they have with the Corporation at the time of their appointment as a Director Emeritus.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
99.1 Press release dated January 25, 2021 announcing Kenneth M. Jastrow, II’s appointment as a Director Emeritus and Jodeen A. Kozlak’s election to KB Home’s board of directors.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
EXHIBIT INDEX
| Exhibit No. | Description | ||||
| 99.1 | |||||
| 104 | Cover Page Interactive Data File (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: January 25, 2021
| KB Home | |||||||||||
| By: | /s/ William (Tony) Richelieu | ||||||||||
| William (Tony) Richelieu | |||||||||||
| Vice President, Corporate Secretary and Associate General Counsel | |||||||||||
Exhibit 99.1
| FOR IMMEDIATE RELEASE | For Further Information: | ||||
| Jill Peters, Investor Relations Contact | |||||
(310) 893-7456 or investorrelations@kbhome.com | |||||
KB HOME ELECTS JODEEN A. KOZLAK TO ITS BOARD OF DIRECTORS
Long-Standing Board Member, Kenneth M. Jastrow II, Assumes Director Emeritus Role
LOS ANGELES (January 25, 2021) – KB Home (NYSE: KBH) today announced the election of Jodeen A. Kozlak to its Board of Directors on January 21, 2021. Ms. Kozlak was also appointed to the Board’s Management Development and Compensation Committee. In conjunction with Ms. Kozlak’s election to the Board, Kenneth M. Jastrow II, a Board member since 2001 and former Lead Independent Director, has stepped down from the Board and as Chair of the Management Development and Compensation Committee in order to assume the advisory role of Director Emeritus. Melissa B. Lora, Lead Independent Director, has been appointed Chair of the Management Development and Compensation Committee. With these changes, the Company’s Board will remain at 12 members, of which 11 are independent.
“We are pleased and excited to welcome Jodee to our Board of Directors,” said Jeffrey Mezger, Chairman, President and Chief Executive Officer. “Her depth of knowledge across corporate strategy, workforce management, organizational development and leadership will enhance the diversity of expertise represented by our existing Board members. We are a people-driven business and Jodee’s perspective will be valuable as we continue to expand our scale in a considered and strategic manner.”
“Today’s actions mark a key step in the Board’s thoughtful and proactive approach to succession planning as several members approach retirement age. In the newly created Director Emeritus role, Kenny will serve as a non-voting advisor to the Board, giving us the continued benefit of his wisdom and insight. Kenny’s suggestion that he should transition to this advisory role is emblematic of his commitment to the Company and has allowed us to act now to bring Jodee onto the Board.”
Ms. Kozlak is the founder of Kozlak Capital Partners, a strategic advisory firm. Prior to founding this firm in 2017, she was the first Senior Vice President of Human Resources of Alibaba Group, establishing the strategic direction for its worldwide talent. Previously, she spent over a decade on the Executive Committee of Target Corporation, in the role of
Executive Vice President and Chief Human Resources Officer, setting the strategy for Target’s global workforce of over 350,000 team members. Ms. Kozlak also serves on the boards of C.H. Robinson Worldwide, Inc. (NASDAQ: CHRW), Leslie’s, Inc. (NASDAQ: LESL), MGIC Investment Corporation (NYSE: MTG), and Aspen Dental, a privately held company.
About KB Home
KB Home is one of the largest and most recognized homebuilders in the United States and has been building quality homes for over 60 years. Today, KB Home operates in 45 markets across eight states, serving a wide array of buyer groups. What sets us apart is how we give our customers the ability to personalize their homes from homesites and floor plans to cabinets and countertops, at a price that fits their budget. We are the first builder to make every home we build ENERGY STAR® certified. In fact, we go beyond the EPA requirements by ensuring every ENERGY STAR certified KB home has been tested and verified by a third-party inspector to meet the EPA’s strict certification standards, which help to lower the cost of ownership and to make our new homes healthier and more comfortable than new ones without certification. We also work with our customers every step of the way, building strong personal relationships so they have a real partner in the homebuying process, and the experience is as simple and easy as possible. Learn more about how we build homes built on relationships by visiting kbhome.com.
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