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
April 24, 2013
Date of Report
(Date of earliest event reported)
THE RYLAND GROUP, INC.
(Exact Name of Registrant as Specified in Charter)
Maryland | | 001-08029 | | 52-0849948 |
(State or Other Jurisdiction of Incorporation) | | (Commission File Number) | | (IRS Employer Identification
No.) |
3011 Townsgate Road, Suite 200, Westlake Village, California 91361-3027
(Address of Principal Executive Offices) (ZIP Code)
Registrant’s telephone number, including area code: (805) 367-3800
Not Applicable
(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 communication 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
On April 24, 2013, The Ryland Group, Inc. (the “Company”) held its 2013 Annual Meeting of Stockholders. Proxies representing 42,262,600 shares of common stock eligible to vote at the meeting, or 93.1 percent of the 45,380,558 outstanding shares, were voted. The final results for each of the matters submitted to a vote of stockholders at the Annual Meeting are as follows:
Proposal 1: To elect seven Directors to serve until the next Annual Meeting of Stockholders or until their successors are elected and shall qualify:
Nominee | | For | | Against | | Abstain | | Broker Non-Vote | |
William L. Jews | | 39,388,662 | | 197,657 | | 308,552 | | 2,367,729 | |
Ned Mansour | | 39,450,386 | | 120,962 | | 323,523 | | 2,367,729 | |
Robert E. Mellor | | 39,499,869 | | 73,623 | | 321,379 | | 2,367,729 | |
Norman J. Metcalfe | | 39,499,959 | | 73,533 | | 321,379 | | 2,367,729 | |
Larry T. Nicholson | | 39,537,770 | | 136,037 | | 221,064 | | 2,367,729 | |
Charlotte St. Martin | | 39,466,278 | | 105,714 | | 322,879 | | 2,367,729 | |
Robert G. van Schoonenberg | | 39,736,237 | | 112,396 | | 46,238 | | 2,367,729 | |
Proposal 2: Advisory vote on the compensation program for the Company’s named executive officers:
| | For | | Against | | Abstain | | Broker Non-Vote | |
| | 39,288,456 | | 289,113 | | 317,302 | | 2,367,729 | |
Proposal 3: Approval of Senior Executive Performance Plan to comply with the requirements of Section 162(m) of the Internal Revenue Code:
| | For | | Against | | Abstain | | Broker Non-Vote | |
| | 39,288,475 | | 554,880 | | 51,516 | | 2,367,729 | |
Proposal 4: Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2013:
| | For | | Against | | Abstain | | Broker Non-Vote | |
| | 41,943,166 | | 267,200 | | 52,234 | | -0- | |
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.
| THE RYLAND GROUP, INC. |
| |
| | |
Date: April 24, 2013 | By: | /s/ Timothy J. Geckle |
| | Timothy J. Geckle |
| | Senior Vice President, General Counsel |
| | and Secretary |
