UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): June 13, 2023
HOVNANIAN ENTERPRISES, INC.
(Exact Name of Registrant as Specified in its Charter)
(Exact Name of Registrant as Specified in its Charter)
Delaware (State or Other Jurisdiction of Incorporation) | 1-8551 (Commission File Number) | 22-1851059 (IRS Employer Identification No.) |
90 Matawan Road, Fifth Floor
Matawan, New Jersey 07747
(Address of Principal Executive Offices) (Zip Code)
(Address of Principal Executive Offices) (Zip Code)
(732) 747-7800
(Registrant’s telephone number, including area code)
(Registrant’s telephone number, including area code)
Not Applicable
(Former Name or Former Address, if Changed Since
Last Report)
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)) |
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 $0.01 par value per share | HOV | New York Stock Exchange |
| Preferred Stock Purchase Rights (1) | N/A | New York Stock Exchange |
| Depositary Shares each representing 1/1,000th of a share of 7.625% Series A Preferred Stock | HOVNP | The Nasdaq Stock Market LLC |
(1) Each share of Class A Common Stock includes an associated Preferred Stock Purchase Right. Each Preferred Stock Purchase Right initially represents the right, if such Preferred Stock Purchase Right becomes exercisable, to purchase from the Company one ten-thousandth of a share of its Series B Junior Preferred Stock for each share of Common Stock. The Preferred Stock Purchase Rights currently cannot trade separately from the underlying Common Stock.
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.
On June 20, 2023, Hovnanian Enterprises, Inc. (the “Company”) announced that J. Larry Sorsby, Executive Vice President and Chief Financial Officer, intends to retire from the Company effective October 31, 2023. Mr. Sorsby will continue to serve the Company in his role as a member of the Board of Directors.
In connection with Mr. Sorsby’s retirement, Brad G. O’Connor, age 52, has been appointed Chief Financial Officer, effective November 1, 2023. Mr. O’Connor joined the Company in May 2004 as Vice President, Associate Corporate Controller, was promoted to Vice President, Corporate Controller in December 2007 and, in May 2011, also became Vice President, Chief Accounting Officer. In April 2020, Mr. O’Connor was promoted to Senior Vice President and Treasurer and continued in his role of Chief Accounting Officer. Mr. O’Connor does not have any family relationships with any of the Company’s directors or executive officers and is not a party to any transactions of the type listed in Item 404(a) of Regulation S-K. No determinations have been made at this time with respect to any changes to Mr. O’Connor’s compensatory arrangements in connection with his appointment to Chief Financial Officer.
A copy of the press release announcing Mr. Sorsby’s retirement is attached hereto as Exhibit 99.1.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| Exhibit 99.1 |
| Exhibit 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
| HOVNANIAN ENTERPRISES, INC. | ||
| (Registrant) | ||
| By: | /s/ Brad G. O’Connor | |
| Name: Brad G. O’Connor | ||
Title: Senior Vice President, Treasurer and Chief Accounting Officer | ||
Date: June 20, 2023