Registrant’s
telephone number, including area code: (817) 390-8200
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 (see General Instruction A.2. below):
¨
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))
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 ¨
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 January 24, 2018, D.R. Horton, Inc. (the “Company”) held its Annual Meeting of
Stockholders (the “Annual Meeting”). At the Annual Meeting, stockholders considered: (1) the election of five 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 material terms of the performance criteria under the D.R. Horton, Inc. 2017 Incentive Bonus Plan, and (5) the ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal 2018. There were 376,002,909 shares of Common Stock eligible to be voted at this meeting and there were 331,748,652 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 2019 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
296,760,128
8,477,162
384,468
26,126,894
Barbara K. Allen
303,975,375
1,260,835
385,548
26,126,894
Brad
S. Anderson
285,701,779
19,533,147
386,832
26,126,894
Michael R. Buchanan
294,442,313
10,791,461
387,984
26,126,894
Michael
W. Hewatt
296,985,396
8,248,260
388,102
26,126,894
(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
291,384,847
13,725,914
510,997
26,126,894
(3). Proposal
Three: Advisory Vote on the Frequency of Future Advisory Votes on Executive Compensation. Stockholders approved an annual advisory vote on executive compensation package based on the following votes.
One Year
Two Years
Three Years
Abstain
271,819,638
227,738
33,130,513
443,869
(4). Proposal
Four: Approval of the Material Terms of the Performance Criteria under the D.R. Horton, Inc. 2017 Incentive Bonus Plan. Stockholders approved the material terms of the performance criteria under the Company’s 2017 Incentive Bonus Plan based on the following votes.
For
Against
Abstain
Broker
Non-Votes
295,578,186
9,540,469
503,103
26,126,894
(5). Proposal Five: Ratify the Appointment of PricewaterhouseCoopers LLP as the Company’s Independent Registered Public Accounting Firm. Stockholders approved the
ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending September 30, 2018 based on the following votes.
For
Against
Abstain
326,622,913
4,288,567
837,172
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.