UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of The Securities Exchange Act of 1934
June 26, 2019
Date of Report (Date of earliest event reported)
LENNAR CORPORATION
(Exact name of registrant as specified in its charter)
Delaware | 1-11749 | 95-4337490 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
700 Northwest 107th Avenue, Miami, Florida 33172
(Address of principal executive offices) (Zip Code)
(305)559-4000
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form8-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 Rule14a-12 under the Exchange Act (17 CFR240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule14d-2(b) under the Exchange Act (17 CFR240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule13e-4(c) under the Exchange Act (17 CFR240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading | Name of each exchange | ||
Class A Common Stock, par value $.10 | LEN | New York Stock Exchange | ||
Class B Common Stock, par value $.10 | LEN.B | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule12b-2 of the Securities Exchange Act of 1934 (17 CFR§240.12b-2).
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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On June 26, 2019, the Board of Directors (the “Board”) of Lennar Corporation (the “Company”) adopted amendments to the Company’sBy-Laws (as so amended, the “AmendedBy-Laws”) to provide that, in an uncontested election of directors, a person will not be elected as a director unless that person receives a majority of the votes cast. Plurality voting is retained for contested elections. In order for any incumbent director to become a nominee of the Board for further service on the Board, the incumbent director will be required to submit an irrevocable resignation, which resignation shall become effective upon (a) that person not receiving a majority of the votes cast in an uncontested election, and (b) acceptance by the Board of that resignation in accordance with the policies and procedures adopted by the Board for such purpose. The AmendedBy-Laws became effective immediately upon adoption by the Board.
This summary does not purport to be complete and is qualified in its entirety by reference to the text of the AmendedBy-Laws. The AmendedBy-Laws are included as Exhibit 3.1 to this Current Report on Form8-K and are incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. | Description of Document | |
3.1 | By-Laws of Lennar Corporation, as amended effective June 26, 2019. |
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 1, 2019 | Lennar Corporation | |||||
By: | /s/ Diane Bessette | |||||
Name: | Diane Bessette | |||||
Title: | Vice President, Chief Financial Officer and Treasurer |