Current Report Filing (8-k)
June 14 2023 - 4:17PM
Edgar (US Regulatory)
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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): June 13, 2023
| | |
Green Brick Partners, Inc. |
(Exact name of registrant as specified in its charter) | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Delaware | | 001-33530 | | 20-5952523 |
| (State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification Number) |
| 2805 Dallas Pkwy | , | Ste 400 | | | | | | |
| Plano | , | TX | 75093 | | (469) | | 573-6755 |
| (Address of principal executive offices, including Zip Code) | | (Registrant’s telephone number, including area code) |
(Former name or former address, if changed since last report) Not Applicable
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 |
Common Stock, par value $0.01 per share | GRBK | The New York Stock Exchange |
Depositary Shares (each representing a 1/1000th interest in a share of 5.75% Series A Cumulative Perpetual Preferred Stock, par value $0.01 per share) | GRBK PRA | The 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 (§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 5.07 Submission of Matters to a Vote of Security Holders.
On June 13, 2023, Green Brick Partners, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the stockholders voted on the (i) election of seven director nominees (Proposal 1), (ii) approval, on an advisory basis, of the compensation of the Company’s named executive officers (Proposal 2), (iii) approval, on an advisory basis, of the frequency of future advisory votes on the compensation of the Company’s named executive officers (Proposal 3), and (iv) ratification of the appointment of RSM US LLP as the Company’s independent registered accounting firm for the 2023 fiscal year (Proposal 4). The results of the votes are set forth below.
Proposal 1—Election of Directors
The stockholders voted in favor of the election of the following director nominees as directors for a term of office expiring at the Company’s 2024 Annual Meeting of Stockholders and until the due election and qualification of their respective successors, or such nominee’s earlier death, removal or resignation received.
| | | | | | | | | | | |
| Number of Votes |
| For | Withheld | Broker Non-Votes |
| Elizabeth K. Blake | 34,074,809 | 510,295 | 5,068,611 |
| Harry Brandler | 34,334,660 | 250,444 | 5,068,611 |
| James R. Brickman | 34,381,147 | 203,957 | 5,068,611 |
| David Einhorn | 34,077,295 | 507,809 | 5,068,611 |
| Kathleen Olsen | 28,948,447 | 5,636,657 | 5,068,611 |
| Richard S. Press | 28,947,785 | 5,637,319 | 5,068,611 |
| Lila Manassa Murphy | 27,274,095 | 7,311,009 | 5,068,611 |
Proposal 2—Approval of the Compensation of the Company’s Named Executive Officers
The stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers.
| | | | | | | | | | | |
| Number of Votes |
| For | Against | Abstain | Broker Non-Votes |
| 33,927,842 | 638,007 | 19,255 | 5,068,611 |
Proposal 3—Approval of the Frequency of Future Advisory Votes on the Compensation of the Company’s Named Executive Officers
The stockholders voted in favor of a frequency of every three years for future advisory votes to approve the compensation of the Company’s named executive officers.
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| Number of Votes |
| One Year | | Two Years | | Three Years | | Abstain | | Broker Non-Votes |
| 14,712,008 | | 10,898 | | 19,841,259 | | 20,939 | | 5,068,611 |
Proposal 4—Ratification of Appointment of Independent Registered Public Accounting Firm
The stockholders approved the ratification of the appointment of RSM US LLP to serve as the independent registered public accounting firm for the Company for the fiscal year ending on December 31, 2023.
| | | | | | | | | | | | | | |
| Number of Votes |
| For | | Against | | Abstain |
| 39,532,217 | | 107,147 | | 14,351 |
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.
| | | | | | | | |
| GREEN BRICK PARTNERS, INC. |
| | |
| By: | /s/ Richard A. Costello |
| | Richard A. Costello |
| | Chief Financial Officer |
Date: June 14, 2023
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