Lennar Corp 8-K, filed Apr 14, 2022
Lennar Corp (LEN)
8-K
2022-04-14
For: 2022-04-12
View Original
Added on
April 06, 2026
About this 8-K
Lennar Corp filed this 8-K on April 14, 2022, reporting on events of April 12, 2022.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 5.07: Shareholder vote results
- 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)
LENNAR CORPORATION
(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)
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:
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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) On April 12, 2022, Lennar Corporation (the “Company”) held its 2022 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders approved the amendment and restatement of the Lennar Corporation 2016 Equity Incentive Plan (as so amended and restated, the “Amended Equity Plan”). A description of the material terms of the Amended Equity Plan is set forth in the Company’s Definitive Proxy Statement for the Annual Meeting filed with the Securities and Exchange Commission (the “Commission”) on March 1, 2022 (the “Proxy Statement”), as well as the supplement to the Proxy Statement filed with the Commission on March 16, 2022, and is incorporated by reference herein. The description of the Amended Equity Plan is qualified in its entirety by reference to the full text of the Amended Equity Plan, a copy of which is attached as Exhibit A to the Proxy Statement and is incorporated by reference herein.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On April 12, 2022, the Company held its 2022 Annual Meeting of Stockholders. The final results for each of the matters submitted to a vote of stockholders at the meeting were as follows:
1. The following individuals were elected as directors to serve until the 2023 Annual Meeting of Stockholders:
| Votes For | Votes Against | Votes Abstaining | Broker Non-votes | |||||||||||||||||||||||
| Amy Banse | 521,378,166 | 13,669,681 | 146,965 | 35,136,853 | ||||||||||||||||||||||
| Rick Beckwitt | 529,640,330 | 5,393,333 | 161,149 | 35,136,853 | ||||||||||||||||||||||
| Steven L. Gerard (1) | 458,954,982 | 76,081,280 | 158,550 | 35,136,853 | ||||||||||||||||||||||
| Theron I. ("Tig") Gilliam | 480,477,627 | 54,560,104 | 157,081 | 35,136,853 | ||||||||||||||||||||||
| Sherrill W. Hudson | 476,128,715 | 58,914,795 | 151,302 | 35,136,853 | ||||||||||||||||||||||
| Jonathan M. Jaffe | 529,572,537 | 5,464,516 | 157,759 | 35,136,853 | ||||||||||||||||||||||
| Sidney Lapidus | 490,408,075 | 44,613,216 | 173,521 | 35,136,853 | ||||||||||||||||||||||
| Teri P. McClure | 478,068,667 | 56,963,086 | 163,059 | 35,136,853 | ||||||||||||||||||||||
| Stuart Miller | 518,227,608 | 16,838,603 | 128,601 | 35,136,853 | ||||||||||||||||||||||
| Armando Olivera | 496,805,981 | 38,235,861 | 152,970 | 35,136,853 | ||||||||||||||||||||||
| Jeffrey Sonnenfeld | 447,067,628 | 87,968,114 | 159,070 | 35,136,853 | ||||||||||||||||||||||
(1)Mr. Gerard passed away on April 12, 2022, and therefore will not be serving as a director.
2. Stockholders approved, on an advisory basis, the compensation of our named executive officers described in the Proxy Statement dated March 1, 2022 relating to the Company’s 2022 Annual Meeting of Stockholders. The results of the vote were as follows:
| Votes For | Votes Against | Votes Abstaining | Broker Non-votes | |||||||||||||||||
| 336,632,721 | 197,858,823 | 703,268 | 35,136,853 | |||||||||||||||||
3. Stockholders ratified the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for our fiscal year ending November 30, 2022. The results of the vote were as follows:
| Votes For | Votes Against | Votes Abstaining | Broker Non-votes | |||||||||||||||||
| 558,830,367 | 11,386,320 | 114,978 | — | |||||||||||||||||
4. Stockholders approved the amendment and restatement of the Lennar Corporation 2016 Equity Incentive Plan. The results of the vote were as follows:
| Votes For | Votes Against | Votes Abstaining | Broker Non-votes | |||||||||||||||||
| 464,465,776 | 69,787,683 | 941,353 | 35,136,853 | |||||||||||||||||
5. Stockholders did not approve a stockholder proposal to reduce the common stock ownership threshold to call a special meeting. The results of the vote were as follows:
| Votes For | Votes Against | Votes Abstaining | Broker Non-votes | |||||||||||||||||
| 184,695,145 | 349,863,032 | 636,635 | 35,136,853 | |||||||||||||||||
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description of Document | ||||
| 104 | Cover Page Interactive Data File--the cover page XBRL tags are 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: April 14, 2022 | Lennar Corporation | |||||||
| By: | /s/ Diane Bessette | |||||||
| Name: | Diane Bessette | |||||||
| Title: | Vice President, Chief Financial Officer and Treasurer | |||||||