8-K
Taylor Morrison Home Corp (TMHC)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): May 28, 2020
TAYLOR MORRISON HOME CORPORATION
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 001-35873 | 83-2026677 |
|---|---|---|
| (State or other jurisdiction<br> <br>of incorporation) | (Commission<br> <br>File Number) | (IRS Employer<br> <br>Identification No.) |
4900 N. Scottsdale Road, Suite 2000
Scottsdale, Arizona 85251
(Address of principal executive offices, including zip code)
(480) 840-8100
(Registrant’s telephone number, including area code)
N/A
(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<br> <br>Symbol(s) | Name of each exchange<br> <br>on which registered |
|---|---|---|
| Common stock, par value $0.00001 per share | TMHC | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
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. |
|---|
Taylor Morrison Home Corporation (the “Company”) held its 2020 Annual Meeting of stockholders on May 28, 2020. The Company’s stockholders elected at the 2020 Annual Meeting eight directors, Jeffry L. Flake, Gary H. Hunt, Peter Lane, William H. Lyon, Anne L. Mariucci, Andrea (Andi) Owen, Sheryl D. Palmer and Denise F. Warren, to hold office until the Company’s annual meeting of stockholders to be held in 2021 and until his or her successor is duly elected and qualified. At the 2020 Annual Meeting, the Company’s stockholders also approved, on an advisory basis, the compensation of the Company’s named executive officers (“say-on-pay”) and the frequency of future “say-on-pay” votes, and ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2020. The voting results are set forth below.
Proposal No. 1 – Election of Directors
| Director Nominee | Votes For | Votes Withheld | Broker Non-Votes | |||
|---|---|---|---|---|---|---|
| Jeffry L. Flake | 115,060,903 | 1,187,567 | 4,143,504 | |||
| Gary H. Hunt | 115,624,491 | 623,979 | 4,143,504 | |||
| Peter Lane | 114,266,433 | 1,982,037 | 4,143,504 | |||
| William H. Lyon | 115,627,716 | 620,754 | 4,143,504 | |||
| Anne L. Mariucci | 110,309,008 | 5,939,462 | 4,143,504 | |||
| Andrea (Andi) Owen | 115,460,388 | 788,082 | 4,143,504 | |||
| Sheryl D. Palmer | 112,183,397 | 4,065,073 | 4,143,504 | |||
| Denise F. Warren | 115,467,170 | 781,300 | 4,143,504 |
Proposal No. 2 – Advisory Vote on Compensation of Named Executive Officers (“Say-on-Pay”)
| Description of Proposal | Votes For | Votes Against | Abstentions | Broker Non-<br> <br>Votes | ||||
|---|---|---|---|---|---|---|---|---|
| To approve, on an advisory basis, the compensation of the Company’s named executive officers | 113,724,750 | 2,386,146 | 137,574 | 4,143,504 |
Proposal No. 3 – Advisory Vote on Frequency of Future “Say-on-Pay” Advisory Votes
| Description of Proposal | Every Year | Every 2 Years | Every 3 Years | Abstentions | ||||
|---|---|---|---|---|---|---|---|---|
| Future “say-on-pay” advisory votes should be held: | 100,931,964 | 15,586 | 10,359,788 | 4,941,132 |
Based on the results of the vote, and consistent with the Board of Directors’ recommendation, the Board of Directors of the Company has determined that future “say-on-pay” advisory votes will be submitted annually to the Company’s stockholders until the next non-binding stockholder vote on the frequency of “say-on-pay” votes, or until the Board of Directors otherwise determines a different frequency for such non-binding votes. Therefore, the next “say-on-pay” advisory vote will be held at the Company’s 2021 Annual Meeting of Stockholders.
Proposal No. 4 – Ratification of Auditors
| Description of Proposal | Votes For | Votes Against | Abstentions | Broker Non-<br> <br>Votes | ||||
|---|---|---|---|---|---|---|---|---|
| To ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2020 | 117,449,818 | 2,892,708 | 49,448 | — |
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.
Dated: June 2, 2020
| Taylor Morrison Home Corporation | |
|---|---|
| /s/ Darrell C. Sherman | |
| By: | Darrell C. Sherman |
| Executive Vice President,<br> <br>Chief Legal Officer and Secretary |