Item 5.07. Submission of Matters to a Vote of Security Holders.
On February 3, 2017, the Company held its 2017 annual meeting of stockholders. A total of 28,575,996
shares were represented in person or
by
valid proxy at the annual meeting and the Company’s stockholders took the following actions:
1.
Election of Directors
. Stockholders elected Elizabeth S. Acton, Laurent Alpert, Brian C. Beazer, Peter G. Leemputte, Allan P. Merrill, Peter M. Orser, Norma A. Provencio, Danny R. Shepherd
a
nd Stephen P. Zelnak, Jr. to serve as directors until the next annual meeting of stockholders and until their successors are elected and qualified. The vote totals for each of these individuals is as set forth below:
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Director
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Shares For
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Shares Against
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Shares Abstained
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Broker Non-Votes
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Elizabeth S. Acton
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21,739,056
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394,653
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36,381
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6,405,906
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Laurent Alpert
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21,659,802
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473,606
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36,682
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6,405,906
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Brian C. Beazer
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21,652,594
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480,494
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37,002
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6,405,906
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Peter G. Leemputte
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21,593,140
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538,759
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38,191
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6,405,906
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Allan P. Merrill
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21,740,918
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392,160
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37,012
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6,405,906
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Peter M. Orser
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21,867,184
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265,304
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37,602
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6,405,906
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Norma A. Provencio
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21,595,495
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537,366
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37,229
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6,405,906
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Danny R. Shepherd
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21,864,247
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268,502
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37,341
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6,405,906
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Stephen P. Zelnak, Jr.
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21,661,205
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471,344
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37,541
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6,405,906
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2.
Ratification of Independent Accountants
. Stockholders ratified the selection of Deloitte & Touche LLP as the Company’s
independent
registered public accounting firm for the fiscal year ending September 30, 2017. The vote totals were 28,317,854 shares for, 199,676 shares against and 58,466 share abstentions.
3.
Non-Binding Advisory Vote on Compensation of Named Executive Officers
.
Stockholders voted for, on a non-binding, advisory basis, the compensation paid to the Company’s named executive officers. The vote totals were 21,394,583 shares for, 730,094 shares against, 45,413 share abstentions and 6,405,906 broker non-votes. Accordingly, approximately 96.5% of the shares voted on the proposal were voted in support of the Company’s executive compensation program.
4.
Non-Binding Advisory Vote on Frequency of "Say on Pay" Proposals
. Stockholders approved, on a non-binding, advisory basis, an annual vote on the compensation paid to the Company's named executive officers. The vote totals were 18,597,631 shares for annual "say on pay" votes, 20,687 shares for "say on pay" votes to occur every two years, 3,513,443 shares for "say on pay" votes to occur every three years and 38,329 share abstentions. In light of this result and other factors considered by the Board of Directors, the Company will continue its practice of submitting a "say on pay" proposal to stockholders each year.
5.
Amendment to the Beazer Homes USA, Inc. 2014 Long-Term Incentive Plan and Re-Approval of Performance Metrics under the Plan
. Stockholders voted to approve an amendment to the Company's 2014 Long-Term Incentive Plan and re-approve the performance metrics under the plan. The vote totals were 19,873,698 shares for, 2,252,880 shares against, 43,512 share abstentions and 6,405,906 broker non-votes.