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): July 21, 2021
BLUEGREEN VACATIONS HOLDING CORPORATION |
(Exact name of registrant as specified in its charter) |
Florida | 001-09071 | 59-2022148 |
(State or other jurisdiction | (Commission | (IRS Employer |
of incorporation) | File Number) | Identification No.) |
4960 Confrence Way North, Suite 100, Boca Raton, Florida | 33301 |
(Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: 561-912-8000
Not applicable |
(Former name or former address, if changed since last report.) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Class A Common Stock, $.01 par value | BVH | New York Stock Exchange |
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 (see General Instruction A.2. below):
[ ] 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 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.
The information set forth under, or incorporated by reference into, Item 5.07 below relating to the Bluegreen Vacations Holding Corporation 2021 Incentive Plan is incorporated into this Item 5.02 by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The 2021 Annual Meeting of Shareholders (the “Annual Meeting”) of Bluegreen Vacations Holding Corporation (the “Company”) was held on July 21, 2021. At the Annual Meeting, the Company’s shareholders approved (i) the election of the thirteen director candidates nominated for election by the Company’s Board of Directors, each for a term expiring at the Company’s 2022 Annual Meeting of Shareholders, and (ii) the Bluegreen Vacations Holding Corporation 2021 Incentive Plan (the “Plan”). A summary of the voting results, as certified by the Inspector of Election for the Annual Meeting, Laurel Hill Advisory Group, LLC, is set forth below.
Proposal 1: Election of Directors
Director Nominee |
|
Votes For |
|
|
Votes Withheld |
|
|
| Broker Non- Votes |
| |||||
Alan B. Levan |
| 57,283,647 |
|
|
| 3,288,283 |
|
|
|
|
| N/A |
| ||
John E. Abdo |
|
| 57,030,913 |
|
|
| 3,541,016 |
|
|
|
|
| N/A |
| |
James R. Allmand, III | 59,990,697 |
|
|
| 581,232 |
|
|
|
|
| N/A | ||||
Norman H. Becker | 56,962,393 |
|
|
| 3,609,536 |
|
|
|
|
| N/A | ||||
Lawrence A. Cirillo | 56,014,393 |
|
|
| 4,557,536 |
|
|
|
|
| N/A | ||||
Darwin Dornbush | 55,304,003 | 5,267,926 | N/A | ||||||||||||
Jarett S. Levan | 56,231,592 |
|
|
| 4,340,337 |
|
|
|
|
| N/A | ||||
Joel Levy |
|
| 55,977,079 |
|
|
| 4,594,850 |
|
|
|
|
| N/A |
| |
Mark A. Nerenhausen | 60,094,972 |
|
|
| 476,957 |
|
|
|
|
| N/A | ||||
William Nicholson | 55,329,590 |
|
|
| 5,242,339 |
|
|
|
|
| N/A | ||||
Arnold Sevell |
|
| 60,263,713 |
|
|
| 308,216 |
|
|
|
|
| N/A |
| |
Orlando Sharpe | 60,094,771 |
|
|
| 477,158 |
|
|
|
|
| N/A | ||||
Seth M. Wise | 57,047,164 |
|
|
| 3,524,765 |
|
|
|
|
| N/A | ||||
Proposal 2: Approval of the Bluegreen Vacations Holding Corporation 2021 Incentive Plan
Votes For | Votes Against | Abstentions | Broker Non-Votes |
54,582,219 | 5,900,098 | 89,611 | N/A |
A description of the Plan is set forth on pages 23 through 28 of the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission on June 25, 2021, is filed as Exhibit 99.1 hereto and is incorporated herein by reference. The full text of the Plan is attached as Exhibit 10.1 hereto and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
d) Exhibits.
10.1 Bluegreen Vacations Holding Corporation 2021 Incentive Plan
99.1 Description of the Bluegreen Vacations Holding Corporation 2021 Incentive Plan (incorporated by reference to pages 23 through 28 of the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission on June 25, 2021)
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.
Date: July 22, 2021 | Bluegreen Vacations Holding Corporation | |
By: | /s/ Raymond S. Lopez | |
Raymond S. Lopez | ||
Executive Vice President, Chief Operating Officer and Chief Financial Officer | ||