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(Registrant’s telephone number, including area code)
______________________________
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 (see General Instruction A.2. below):
i☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
i☐
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
i☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
i☐
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
Name
of Each Exchange on Which Registered
iCommon Stock, par value $.01 per share
iDHI
iNew
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 Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).
Emerging growth company i☐
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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) Adoption of D.R. Horton, Inc. 2024 Stock Incentive Plan
On January 17, 2024,
the stockholders of D.R. Horton, Inc. (the “Company”) approved the Company's 2024 Stock Incentive Plan (the "2024 Plan"). The Board of Directors of the Company approved the 2024 Plan on December 12, 2023 and it was submitted for approval by the Company's stockholders under proposal four in the Company's proxy statement ("Proxy Statement")
for the Annual Meeting of Stockholders (the “Annual Meeting”) held on January 17, 2024. Under the 2024 Plan, 18,900,000 new shares are authorized for awards subject to adjustments and other terms and conditions described under proposal four in the Proxy Statement and the 2024 Plan.
Item 5.07.Submission of Matters to a Vote of Security Holders.
On
January 17, 2024, D.R. Horton, Inc. held its Annual Meeting of Stockholders. At the Annual Meeting, stockholders considered: (1) the election of eight director nominees named in the Company’s proxy statement, (2) an advisory vote on the approval of executive compensation, (3) an advisory vote on the frequency of future advisory votes on executive compensation, (4) approval of the D.R. Horton, Inc. 2024 Stock Incentive Plan and (5) the ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal 2024. There were 332,999,691 shares of Common Stock eligible to be voted at this meeting and there were 304,146,781 shares of Common Stock represented
in person or by proxy. The Annual Meeting voting results of the five listed matters were as follows:
(1). Proposal One: Election of Directors. Stockholders elected each of the following nominees as a director to hold office until the 2025 Annual Meeting and until his or her successor is duly elected and qualified based on the following votes.
Nominee
For
Against
Abstain
Broker Non-Votes
Donald
R. Horton
251,847,479
36,374,874
93,178
15,831,250
Barbara K. Allen
266,326,537
20,831,878
1,157,116
15,831,250
Brad S. Anderson
277,497,133
10,712,956
105,442
15,831,250
David
V. Auld
268,828,947
19,381,633
104,951
15,831,250
Michael R. Buchanan
267,194,431
21,013,897
107,203
15,831,250
Benjamin S. Carson, Sr.
247,751,067
40,456,289
108,175
15,831,250
Maribess
L. Miller
285,405,841
2,809,454
100,236
15,831,250
Paul J. Romanowski
280,781,312
7,429,525
104,694
15,831,250
(2).Proposal
Two: Advisory Vote on the Approval of Executive Compensation. Stockholders approved the Company’s executive compensation based on the following votes.
For
Against
Abstain
Broker
Non-Votes
256,237,053
31,901,467
177,011
15,831,250
(3).Proposal Three: Advisory Vote on the Frequency of Future Advisory Votes on Executive Compensation. The majority of stockholders voted for the frequency of future advisory votes on executive compensation to be held on an annual basis. Based on the following votes, the Company has determined to hold the vote on the approval of executive
compensation annually until the next advisory vote regarding the frequency of such votes, which would occur no later than the Company's 2030 Annual Meeting of Stockholders.
One Year
Two Years
Three
Years
Abstain
281,132,247
110,317
6,866,002
206,965
2
(4).Proposal Four: Approval of the D.R. Horton, Inc. 2024 Stock Incentive Plan. Stockholders approved the
Company's 2024 Stock Incentive Plan based on the following votes.
For
Against
Abstain
Broker Non-Votes
277,422,425
10,751,732
141,374
15,831,250
(5).Proposal
Five: Ratify the Appointment of Ernst & Young LLP as the Company’s Independent Registered Public Accounting Firm. Stockholders approved the ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending September 30, 2024 based on the following votes.
Cover
Page Interactive Data File (embedded within the Inline XBRL document contained in Exhibit 101).
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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.
