Item 5.07
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Submission of Matters to a Vote of Security Holders.
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A special meeting of shareholders of AV Homes, Inc. (
AV Homes
) was held on September 26, 2018. A summary of the final voting results
for each of the following proposals, each of which is described in detail in the proxy statement/prospectus of AV Homes and Taylor Morrison Home Corporation (
Taylor Morrison
) dated August 27, 2018, which was first mailed to
AV Homes shareholders on or about August 27, 2018, is set forth below:
Proposal 1.
To adopt the Agreement and Plan of Merger by and
among Taylor Morrison Home Corporation; solely for purposes of Sections 5.13, 7.3 and 8.14 , Taylor Morrison Communities, Inc.; Thor Merger Sub, Inc.; and AV Homes as of June 7, 2018 (the
Merger Agreement
).
|
|
|
|
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For
|
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Against
|
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Abstain
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19,593,270
|
|
7,227
|
|
21,530
|
Proposal 2.
To approve, on an advisory and
non-binding
basis, the following
resolution:
RESOLVED, that the compensation that may be paid or become payable to AV Homes named executive officers in connection
with the Merger, and the agreement or understandings pursuant to which such compensation may be paid or become payable, in each case, as disclosed pursuant to Item 402(t)
of Regulation S-K in
the table in the section of the proxy statement, dated August 27, 2018, entitled
Proposal I: Adoption of the Merger AgreementInterests of Certain AV
Homes Directors and Officers in the Merger
, including the footnotes to the table and the related narrative discussion, is hereby APPROVED.
|
|
|
|
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For
|
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Against
|
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Abstain
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19,524,983
|
|
71,310
|
|
25,734
|
Proposal 3.
To approve the proposal giving the AV Homes, Inc. Board of Directors authority to adjourn the special
meeting one or more times, if necessary or appropriate, as determined by AV Homes, Inc. or requested by the Taylor Morrison Home Corporation to solicit additional proxies if there are insufficient votes at the time of the AV Homes, Inc. special
meeting or any adjournments thereof to adopt the Merger Agreement.
|
|
|
|
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For
|
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Against
|
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Abstain
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19,255,205
|
|
345,335
|
|
21,487
|
It was determined at the special meeting that sufficient votes had been obtained to approve the proposal to adopt the merger
agreement and that it was not necessary to adjourn the special meeting to solicit additional proxies.