Current Report Filing (8-k)
July 28 2016 - 2:04PM
Edgar (US Regulatory)
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 28, 2016
NVR, Inc.
(Exact name
of registrant as specified in its charter)
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Virginia
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1-12378
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54-1394360
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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11700 Plaza America Drive, Suite 500
Reston, Virginia 20190
(Address of principal executive offices) (Zip Code)
(703) 956-4000
(Registrants telephone number, including area code)
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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On July 28, 2016, the Board of Directors of NVR, Inc. (the Company) appointed Susan Williamson Ross to the Board of Directors.
The Board of Directors also appointed Ms. Ross as a member of the Nominating Committee. Ms. Ross term as director will continue until the 2017 Annual Meeting of Shareholders and until her successor is duly elected and qualified. The
Board of Directors has determined that Ms. Ross is independent under the listing standards of the New York Stock Exchange.
Ms. Ross compensation as a non-employee director will be consistent with that provided to all Company non-employee directors, as
described in the Companys most recent proxy statement filed with the Securities and Exchange Commission on April 1, 2016. In addition, Ms. Ross received a grant of 2,358 non-qualified stock options under the NVR, Inc. 2014 Equity
Incentive Plan to purchase NVR, Inc. common stock. One half of the options are time-based and will vest in 25% increments on each of December 31, 2018, 2019, 2020 and 2021, if Ms. Ross is still serving on the Board of Directors at that
time. The other half of the options are performance-based and will vest on the same terms as the time-based options, subject to the achievement of a performance metric based on the Companys return on capital performance during 2016 to 2018.
The stock options were issued utilizing the forms of agreement filed as Exhibits 10.2 and 10.4 to our Form 8-K filed on May 7, 2014.
A copy of the press release announcing Ms. Ross appointment is attached as Exhibit 99.1 hereto and incorporated herein by
reference.
Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits
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Exhibit
Number
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Exhibit Description
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99.1
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Press release dated July 28, 2016.
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2
SIGNATURE
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.
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NVR, Inc.
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Date: July 28, 2016
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By:
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/s/ Daniel D. Malzahn
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Daniel D. Malzahn
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Senior Vice President, Chief Financial Officer and Treasurer
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3
EXHIBIT INDEX
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Exhibit
Number
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Exhibit Description
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99.1
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Press release dated July 28, 2016.
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