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 18, 2016
_________________________
UCP, Inc.
(Exact Name of Registrant as Specified in Charter)
_________________________
| Delaware | 1-36001 | 90-0978085 |
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| | | |
| | 99 Almaden Boulevard
Suite 400
San Jose, California | 95113 |
| | (Address of Principal Executive Offices) | (Zip Code) |
| |
Registrant's telephone number, including area code (408) 207-9499 |
| |
| (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)) |
Item 5.07. Submission of Matters to a Vote of Security Holders.
(a)
On May 18, 2016, UCP, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”).
(b)
At the Annual Meeting, the Company’s stockholders: (i) elected each person listed below to serve as a Class III director for a term expiring at the 2019 Annual Meeting of Stockholders and until his successor has been duly elected and qualified; and (ii) ratified the selection of Deloitte & Touche LLP to serve as the Company’s independent registered public accounting firm for the year ending December 31, 2016. Set forth below are the voting results for each of the proposals voted upon by the Company’s stockholders:
Proposal 1: The election of two Class III directors for a term expiring at the 2019 Annual Meeting of Stockholders and until each such director’s successor has been duly elected and qualified.
| | | For | | | Withheld | | | Broker Non-Votes | |
| Michael C. Cortney | | | | 15,777,341 | | | | 1,558,664 | | | 904,454 | |
| Maxim C. W. Webb | | | | 15,259,573 | | | | 2,076,432 | | | 904,454 | |
Proposal 2: The ratification of the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2016.
| For | | | Against | | | Abstain | | | Broker
Non-Votes |
| 18,062,481 | 76,418 | | | | | | 101,560 | 0 |
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.
Date: May 19, 2016
| | UCP, Inc. | |
| | | | |
| | | | |
| | By: | /s/ James M. Pirrello | |
| | | James M. Pirrello | |
| | | Chief Financial Officer, Chief Accounting | |
| | | Officer and Treasurer | |
