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):May 24, 2017
Green Brick Partners, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | | 001-33530 | | 20-5952523 |
State or other jurisdiction of
incorporation) | | (Commission File Number) | | (I.R.S. Employer
Identification Number) |
2805 Dallas Parkway, Suite 400
Plano, Texas | | 75093 |
(Address of principal
executive offices) | | (Zip code) |
Registrant’s telephone number, including area code:(469) 573-6755
(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))
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 or 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 May 24, 2017 (the “Annual Meeting”). At the meeting the stockholders voted on the following items:
Proposal 1—Election of Directors
The election of seven directors to hold office until the 2018 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 | 43,119,983 | 131,044 | 4,542,611 |
| Harry Brandler | 42,850,641 | 400,386 | 4,542,611 |
| James R. Brickman | 43,134,359 | 116,668 | 4,542,611 |
| David Einhorn | 42,850,519 | 400,508 | 4,542,611 |
| John R. Farris | 43,137,233 | 113,794 | 4,542,611 |
| Kathleen Olsen | 43,116,741 | 134,286 | 4,542,611 |
| Richard S. Press | 43,134,026 | 117,001 | 4,542,611 |
Each of the seven director nominees received a plurality of the votes cast at the Annual Meeting and were elected as directors of the Company until the 2018 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—Advisory Vote on Executive Compensation
The non-binding advisory vote on the compensation of the Company’s named executive officers received the following vote:
| Number of Votes |
| For | Against | Abstain | Broker Non-Votes |
| 43,112,054 | 116,861 | 22,112 | 4,542,611 |
Proposal 2 was approved by the affirmative vote of holders of a majority of the shares of the Company’s common stock issued, present and voting at the Annual Meeting.
Proposal 3—Advisory Vote on Frequency of Future Advisory Votes on Executive Compensation
The non-binding advisory vote on the frequency of future advisory votes on the compensation of the Company’s named executive officers received the following vote:
| Every Year | Every Two Years | Every Three Years | Abstain | Broker Non-Votes |
| 4,230,058 | 6,754 | 39,003,633 | 10,582 | 4,542,611 |
The frequency of one vote every three years for Proposal 3 was selected by the affirmative vote of holders of a plurality of the shares of the Company’s common stock issued, present and voting at the Annual Meeting. In light of the voting results, the Company’s Board of Directors determined at its May 24, 2017 meeting that the Company will hold future advisory votes on executive compensation every three years until the occurrence of the next advisory vote on the frequency of future advisory votes on executive compensation. The next advisory vote regarding the frequency of future advisory votes on executive compensation is required to occur no later than the Company’s 2023 annual meeting of stockholders.
Proposal 4—Ratification of Appointment of Independent Registered Public Accounting Firm
The ratification of RSM US LLP to serve as the independent registered public accounting firm for the Company for the fiscal year ending December 31, 2017 received the following vote:
| Number of Votes |
| For | Against | Abstain |
| 47,777,469 | 855 | 15,314 |
Proposal 4 was approved by the affirmative vote of holders of a majority of the shares of the Company’s common stock issued, present and voting at the Annual Meeting.
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.
| | GREEN BRICK PARTNERS, INC. |
| | |
| | |
| | |
| | By: | /s/ Richard A. Costello | |
| | Name: | Richard A. Costello |
| | Title: | Chief Financial Officer |
Date: May 24, 2017
