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 7, 2014
STANDARD PACIFIC CORP.
(Exact Name of Registrant as Specified in Charter)
| | | | | |
| Delaware | | 1-10959 | | 33-0475989 |
(State or Other Jurisdiction of Incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
| | | |
15360 Barranca Parkway Irvine, California | | 92618 |
| (Address of Principal Executive Offices) | | (Zip Code) |
Registrant's telephone number, including area code: (949) 789-1600
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 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
On May 7, 2014, the Company held its Annual Meeting of Stockholders at 10:30 a.m. local time at the Company’s headquarters located at 15360 Barranca Parkway, Irvine, CA 92618. At the meeting, among other matters, our stockholders were provided the opportunity to cast non-binding advisory votes on the compensation of our named executive officers and the frequency with which stockholders should be provided the opportunity to vote on the compensation of our named executive officers in the future. Following the recommendation of our Board of Directors, over 98% of votes cast by stockholders at the 2014 meeting were voted to approve the compensation of our named executive officers and 63% of votes cast were voted in favor of a three year frequency for future "say-on-pay" advisory votes. Consistent with these results, our Compensation Committee decided on a three year frequency for future "say-on-pay" votes. The next "say-on-pay" vote will be held at the Company's 2017 annual meeting of stockholders.
The following matters were voted upon at the 2014 stockholders meeting:
Proposal No. 1
The Company’s stockholders elected seven individuals to the Board of Directors:
| Name | | Votes For | | Votes Withheld | | Broker Non-Votes |
| Bruce A. Choate | | 243,125,551 | | 16,514,859 | | 28,427,626 |
| Ronald R. Foell | | 257,093,499 | | 2,546,911 | | 28,427,626 |
Douglas C. Jacobs | | 242,981,162 | | 16,659,248 | | 28,427,626 |
| David J. Matlin | | 257,286,781 | | 2,353,629 | | 28,427,626 |
| John R. Peshkin | | 243,081,099 | | 16,559,311 | | 28,427,626 |
| | 257,285,986 | | 2,354,424 | | 28,427,626 |
| Scott D. Stowell | | 257,149,259 | | 2,491,151 | | 28,427,626 |
Proposal No. 2
The Company’s stockholders ratified the appointment of Ernst & Young LLP as the Company's independent registered accounting firm for the 2014 fiscal year.
| Votes For | | Votes Against | | Abstentions | | Broker Non-Votes |
| 285,679,906 | | 1,584,431 | | 803,699 | | — |
Proposal No. 3
The Company’s stockholders approved the Omnibus Incentive Compensation Plan.
| Votes For | | Votes Against | | Abstentions | | Broker Non-Votes |
| 170,385,139 | | 86,680,151 | | 2,575,120 | | 28,427,626 |
The Company’s stockholders voted to approve the compensation of our named executive officers.
| Votes For | | Votes Against | | Abstentions | | Broker Non-Votes |
| 255,535,660 | | 3,036,626 | | 1,068,124 | | 28,427,626 |
Proposal No. 5
The Company’s stockholders indicated a preference for a three year frequency for future non-binding votes to approve the compensation of our named executive officers.
| 3 Years | | 2 Years | | 1 Year | | Abstentions | | Broker Non-Votes |
| 161,972,558 | | 252,105 | | 94,713,353 | | 2,702,394 | | 28,427,626 |
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.
| | | STANDARD PACIFIC CORP. |
| | | |
| Dated: May 7, 2014 | By: | /s/ JOHN P. BABEL |
| | | Name: John P. Babel |
| | | Title: Executive Vice President, General Counsel & Secretary |
