Current Report Filing (8-k)
May 24 2017 - 4:19PM
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):
May 24, 2017
Green Brick Partners, Inc.
(Exact
name of registrant as specified in its charter)
Delaware
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001-33530
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20-5952523
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State or other jurisdiction of
incorporation)
|
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(Commission File Number)
|
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(I.R.S. Employer
Identification Number)
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2805 Dallas Parkway, Suite 400
Plano, Texas
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75093
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(Address of principal
executive offices)
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(Zip code)
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Registrant’s
telephone number, including area code:
(469) 573-6755
(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))
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 or
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.
Green
Brick Partners, Inc. (the “Company”) held its annual meeting of stockholders on May 24, 2017 (the “Annual Meeting”).
At the meeting the stockholders voted on the following items:
Proposal
1—Election of Directors
The
election of seven directors to hold office until the 2018 annual meeting of stockholders and the due election and qualification
of their respective successors, or such nominee’s earlier death, removal or resignation received the following vote:
|
Number
of Votes
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For
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Withheld
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Broker
Non-Votes
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Elizabeth
K. Blake
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43,119,983
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131,044
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4,542,611
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Harry
Brandler
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42,850,641
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400,386
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4,542,611
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James
R. Brickman
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43,134,359
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116,668
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4,542,611
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David
Einhorn
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42,850,519
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400,508
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4,542,611
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John
R. Farris
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43,137,233
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113,794
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4,542,611
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Kathleen
Olsen
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43,116,741
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134,286
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4,542,611
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Richard
S. Press
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43,134,026
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117,001
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4,542,611
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Each
of the seven director nominees received a plurality of the votes cast at the Annual Meeting and were elected as directors of the
Company until the 2018 annual meeting of stockholders and the due election and qualification of their respective successors, or
such nominee’s earlier death, removal or resignation.
Proposal
2—Advisory Vote on Executive Compensation
The
non-binding advisory vote on the compensation of the Company’s named executive officers received the following vote:
Number
of Votes
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For
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Against
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Abstain
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Broker
Non-Votes
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43,112,054
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116,861
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22,112
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4,542,611
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Proposal
2 was approved by the affirmative vote of holders of a majority of the shares of the Company’s common stock issued, present
and voting at the Annual Meeting.
Proposal
3—Advisory Vote on Frequency of Future Advisory Votes on Executive Compensation
The
non-binding advisory vote on the frequency of future advisory votes on the compensation of the Company’s named executive
officers received the following vote:
Every
Year
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Every
Two Years
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Every
Three Years
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Abstain
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Broker
Non-Votes
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4,230,058
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6,754
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39,003,633
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10,582
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4,542,611
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The
frequency of one vote every three years for Proposal 3 was selected by the affirmative vote of holders of a plurality of the shares
of the Company’s common stock issued, present and voting at the Annual Meeting. In light of the voting results, the Company’s
Board of Directors determined at its May 24, 2017 meeting that the Company will hold future advisory votes on executive compensation
every three years until the occurrence of the next advisory vote on the frequency of future advisory votes on executive compensation.
The next advisory vote regarding the frequency of future advisory votes on executive compensation is required to occur no later
than the Company’s 2023 annual meeting of stockholders.
Proposal
4—Ratification of Appointment of Independent Registered Public Accounting Firm
The
ratification of RSM US LLP to serve as the independent registered public accounting firm for the Company for the fiscal year ending
December 31, 2017 received the following vote:
Number
of Votes
|
For
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Against
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Abstain
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47,777,469
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855
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15,314
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Proposal
4 was approved by the affirmative vote of holders of a majority of the shares of the Company’s common stock issued, present
and voting at the Annual Meeting.
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.
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GREEN BRICK PARTNERS, INC.
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By:
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/s/ Richard A. Costello
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Name:
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Richard A. Costello
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Title:
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Chief Financial Officer
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Date: May
24, 2017
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