UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 7, 2022
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| Green Brick Partners, Inc. |
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(Exact name of registrant as specified in its charter) | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Delaware | | 001-33530 | | 20-5952523 |
| (State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification Number) |
| 2805 Dallas Pkwy | , | Ste 400 | | | | | | |
| Plano | , | TX | 75093 | | (469) | | 573-6755 |
| (Address of principal executive offices, including Zip Code) | | (Registrant’s telephone number, including area code) |
(Former name or former address, if changed since last report) Not Applicable
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 |
| Common Stock, par value $0.01 per share | GRBK | The New York Stock Exchange |
| Depositary Shares (each representing a 1/1000th interest in a share of 5.75% Series A Cumulative Perpetual Preferred Stock, par value $0.01 per share) | GRBK PRA | The 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 (§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.
Green Brick Partners, Inc. (the “Company”) held its Annual Meeting of Stockholders on June 7, 2022 (the “Annual Meeting”). At the Annual Meeting, the stockholders voted on the following items:
Proposal 1—Election of Directors
The election of eight directors to hold office until the Company’s 2023 Annual Meeting of Stockholders and the due election and qualification of their respective successors, or such nominee’s earlier death, removal or resignation received the following vote:
| | | | | | | | | | | |
| Number of Votes |
| For | Withheld | Broker Non-Votes |
| Elizabeth K. Blake | 34,728,033 | 2,115,013 | 5,639,475 |
| Harry Brandler | 36,700,828 | 142,218 | 5,639,475 |
| James R. Brickman | 36,697,836 | 145,210 | 5,639,475 |
| David Einhorn | 36,624,365 | 218,681 | 5,639,475 |
| John R. Farris | 31,141,150 | 5,701,896 | 5,639,475 |
| Kathleen Olsen | 30,670,470 | 6,172,576 | 5,639,475 |
| Richard S. Press | 31,210,564 | 5,632,482 | 5,639,475 |
| Lila Manassa Murphy | 36,794,919 | 48,127 | 5,639,475 |
Each of the eight director nominees received a majority of the votes cast at the Annual Meeting and were elected as directors of the Company until the Company’s 2023 Annual Meeting of Stockholders and the due election and qualification of their respective successors, or such nominee’s earlier death, removal or resignation.
Proposal 2—Ratification of Appointment of Independent Registered Public Accounting Firm
The ratification of the appointment of RSM US LLP to serve as the independent registered public accounting firm for the Company for the fiscal year ending on December 31st, 2022 received the following vote:
| | | | | | | | |
| Number of Votes |
| For | Against | Abstain |
| 42,384,339 | 9,812 | 17,949 |
Proposal 2 was approved by the affirmative vote of a majority of the votes cast at the Annual Meeting. Thus, RSM US LLP was ratified to serve as the independent registered public accounting firm of the Company for the fiscal year ending on December 31st, 2022.
SIGNATURE
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.
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| GREEN BRICK PARTNERS, INC. |
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| By: | /s/ Richard A. Costello |
| | Richard A. Costello |
| | Chief Financial Officer |
Date: June 9, 2022
