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 31, 2017
TAYLOR MORRISON HOME CORPORATION
(Exact Name of Registrant as Specified in its Charter)
| | | | |
| Delaware | | 001-35873 | | 90-0907433 |
(State or Other Jurisdiction of Incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
| |
| 4900 N. Scottsdale Road, Suite 2000, Scottsdale, Arizona | | 85251 |
| (Address of Principal Executive Offices) | | (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)) |
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) | Taylor Morrison Home Corporation 2013 Omnibus Equity Award Plan (Amended and Restated as of May 31, 2017) |
As indicated below, at the 2017 Annual Meeting of the Stockholders (the “2017 Annual Meeting”) of Taylor Morrison Home Corporation (the “Company”), the Company’s stockholders approved the amendment and restatement of the Taylor Morrison Home Corporation 2013 Omnibus Equity Award Plan (as amended and restated, the “Equity Award Plan”). The primary purpose of the amendment and restatement was to: increase the aggregate share limit that may be delivered pursuant to all awards granted under the Equity Award Plan from 7,956,955 to 14,178,459; modify certain award sub-limits; and approve new limits on the maximum dollar amount of awards that may be granted to individual non-employee directors in any single fiscal year.
The material features of the Equity Award Plan are described in the Company’s definitive Proxy Statement on Schedule 14A, dated April 19, 2017 (the “Proxy Statement”), which description is filed herewith as Exhibit 99.1 and incorporated herein by reference. The above and the incorporated description of the Equity Award Plan are qualified in their entirety by the text of the Equity Award Plan, a copy of which is filed herewith as Exhibit 10.1 and incorporated herein by reference.
| ITEM 5.07 | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS |
The Company’s 2017 Annual Meeting was held on May 31, 2017. At the meeting, the Company’s stockholders elected three Class I directors, Sheryl D. Palmer, Jason Keller and Peter Lane, each to hold office until the Company’s 2020 Annual Meeting of Stockholders or until his or her successor is duly elected and qualified. The Company’s stockholders also approved, on an advisory basis, the compensation of the Company’s named executive officers (“say-on-pay”), ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2017 and approved the amendment and restatement of the Equity Award Plan.
The voting results of the director elections and other proposals, which are described in more detail in the Proxy Statement, are set forth below.
Proposal No. 1 – Election of Directors
| | | | | | | | | | | | |
Director Nominee | | Votes For | | | Votes Withheld | | | Broker Non-
Votes | |
Sheryl D. Palmer | | | 85,484,841 | | | | 21,446,179 | | | | 4,086,010 | |
Jason Keller | | | 92,486,985 | | | | 14,444,035 | | | | 4,086,010 | |
Peter Lane | | | 105,588,845 | | | | 1,342,175 | | | | 4,086,010 | |
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Proposal No. 2 – Advisory Vote on Compensation of Named Executive Officers (“Say-on-Pay”)
| | | | | | | | | | | | | | | | |
Description of Proposal | | Votes For | | | Votes Against | | | Abstentions | | | Broker Non-
Votes | |
To approve, on an advisory basis, the compensation of the Company’s named executive officers | | | 104,789,604 | | | | 2,130,772 | | | | 10,644 | | | | 4,086,010 | |
Proposal No. 3 – Ratification of Auditors
| | | | | | | | | | | | | | | | |
Description of Proposal | | Votes For | | | Votes Against | | | Abstentions | | | Broker Non-
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, 2017 | | | 109,302,539 | | | | 1,697,867 | | | | 16,624 | | | | — | |
Proposal No. 4 – Amendment and Restatement of the Taylor Morrison Home Corporation 2013 Omnibus Equity Award Plan
| | | | | | | | | | | | | | | | |
Description of Proposal | | Votes For | | | Votes Against | | | Abstentions | | | Broker Non-
Votes | |
To approve the amendment and restatement of the Taylor Morrison Home Corporation 2013 Omnibus Equity Award Plan | | | 102,431,531 | | | | 4,486,196 | | | | 13,293 | | | | 4,086,010 | |
| ITEM 9.01 | FINANCIAL STATEMENTS AND EXHIBITS |
| | |
Exhibit No. | | Description |
| |
| Exhibit 10.1 | | Taylor Morrison Home Corporation 2013 Omnibus Equity Award Plan (Amended and Restated as of May 31, 2017) (incorporated by reference to Appendix A of the Company’s definitive Proxy Statement on Schedule 14A filed on April 19, 2017 (File No. 001-35873)). |
| |
| Exhibit 99.1 | | The section entitled “Proposal 4: Approval of the Amendment and Restatement of the Taylor Morrison Home Corporation 2013 Omnibus Equity Award Plan (incorporated by reference to the Company’s definitive Proxy Statement on Schedule 14A filed on April 19, 2017 (File No. 001-35873)). |
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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 5, 2017
| | |
| TAYLOR MORRISON HOME CORPORATION |
|
/s/ Darrell C. Sherman |
| By: | | Darrell C. Sherman |
| | Executive Vice President, Chief Legal Officer and Secretary |
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