Form 8-K - Current report

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

June 5, 2025

Date of Report (Date of earliest event reported)

_______________________________________________________________

Smith Douglas Homes Corp.

(Exact name of registrant as specified in its charter)

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Delaware	001-41917	93-1969003
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)


110 Village Trail, Suite 215 Woodstock, Georgia 30188 (Address of principal executive offices) (Zip Code)

(770) 213-8067 (Registrant’s telephone number, including area code)

N/A (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:

☐ 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))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol	Name of each exchange on which registered
Class A common stock, $0.0001 par value per share	SDHC	The New 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 (§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 x

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. x

Item 5.07. Submission of Matters to a Vote of Security Holders.

On June 5, 2025, Smith Douglas Homes Corp. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”). A total of 8,991,378 shares of the Company’s Class A common stock and 42,435,897 shares of the Company’s Class B common stock (collectively, the “Common Stock”) were outstanding and entitled to vote at the Annual Meeting as of the April 11, 2025 record date, and a total of 51,093,510 shares of Common Stock were present in person or represented by proxy at the Annual Meeting, collectively representing approximately 99.35% in voting power of the Company’s Common Stock issued and outstanding and entitled to vote at the Annual Meeting. The following are the voting results for the proposals considered and voted upon at the Annual Meeting, each of which were described in the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission on April 23, 2025.

Item 1: The election of Thomas L. Bradbury, Gregory S. Bennett, Julie M. Bradbury, Neill B. Faucett, Jeffrey T. Jackson, George Ervin Perdue III, Janice E. Walker, and Neil B. Wedewer as directors to serve until the Company’s 2026 Annual Meeting of Stockholders, and until their respective successors shall have been duly elected and qualified.


NOMINEE	Votes FOR	Votes WITHHELD	Broker Non-Votes
Thomas L. Bradbury	430,865,107	1,305,960	845,516
Gregory S. Bennett	431,785,379	385,688	845,516
Julie M. Bradbury	427,623,375	4,547,692	845,516
Neill B. Faucett	431,791,589	379,478	845,516
Jeffrey T. Jackson	431,748,920	422,147	845,516
George Ervin Perdue III	431,249,351	921,716	845,516
Janice E. Walker	428,702,572	3,468,495	845,516
Neil B. Wedewer	428,646,824	3,524,243	845,516

Item 2: The ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025.


Votes FOR	Votes AGAINST	Votes ABSTAINED	Broker Non-Votes
432,782,070	234,195	318	0

Based on the foregoing votes, each of Thomas L. Bradbury, Gregory S. Bennett, Julie M. Bradbury, Neill B. Faucett, Jeffrey T. Jackson, George Ervin Perdue III, Janice E. Walker, and Neil B. Wedewer were elected as directors and Item 2 was approved.

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.


Date: June 9, 2025	SMITH DOUGLAS HOMES CORP.

	By:	/s/ Russell Devendorf
		Russell Devendorf
		Executive Vice President and Chief Financial Officer

Document and Entity Information	Jun. 05, 2025
Cover [Abstract]
Document Type	8-K
Document Period End Date	Jun. 05, 2025
Entity Registrant Name	Smith Douglas Homes Corp.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-41917
Entity Tax Identification Number	93-1969003
Entity Address, Address Line One	110 Village Trail, Suite 215
Entity Address, City or Town	Woodstock
Entity Address, State or Province	GA
Entity Address, Postal Zip Code	30188
City Area Code	770
Local Phone Number	213-8067
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Class A common stock, $0.0001 par value per share
Trading Symbol	SDHC
Security Exchange Name	NYSE
Entity Emerging Growth Company	true
Entity Ex Transition Period	true
Entity Central Index Key	0001982518
Amendment Flag	false