AV Homes, Inc. (NASDAQ:AVHI) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item5.02.
|
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
AV Homes, Inc. (the Company) held its annual meeting of
stockholders on June1, 2017 (the 2017 Annual Meeting). At the
2017 Annual Meeting, the Companys stockholders approved the AV
Homes, Inc. 2015 Incentive Compensation Plan, as amended and
restated (the Restated 2015 Plan). The Restated 2015 Plan amends
and restates the Companys 2015 Incentive Compensation Plan (the
2015 Plan) by increasing the aggregate number of shares of the
Companys Common Stock that may be issued under the Restated 2015
Plan by 1,000,000 shares. The amendments to the 2015 Plan also
(i)require that any dividends and dividend equivalents payable or
credited on unvested full value awards must be subject to the
same restrictions and risk of forfeiture as the underlying shares
or share equivalents; (ii)increase the maximum amount payable
under cash incentive awards and cash-denominated full value
awards that constitute performance based compensation to
$2million per participant in any calendar year; and (iii)limit
the amount of awards each non-employee director can
receive in any calendar year to an annual grant date fair value
of $500,000, including annual cash compensation.
Stockholder
approval of the Restated 2015 Plan also constituted approval of
the material terms thereof for purposes of Section162(m) of the
Internal Revenue Code.
The terms of the
Restated 2015 Plan are described in more detail in the Companys
definitive proxy statement for the 2017 Annual Meeting, which was
filed with the Securities and Exchange Commission on April19,
2017, which description is incorporated herein by reference. A
copy of the Restated 2015 Plan was filed as Appendix A to the
2017 Proxy Statement.
| Item5.07. |
Submission of Matters to a Vote of Security Holders. |
At the 2017 Annual
Meeting, the Companys stockholders (1)re-elected each of the
persons listed below to serve as a member of the board of
directors of the Company until the next annual meeting of
stockholders and until his successor shall be elected and shall
qualify, or until his death, resignation or removal; (2)ratified
the appointment of Deloitte Touche LLP as the independent
registered public accounting firm for the Company for the year
ending December31, 2017; (3) approved, on an advisory basis, the
compensation of the named executive officers of the Company (Say
on Pay); (4) approved on an advisory basis, an annual frequency
for future Say on Pay votes; and (5)approved the Restated 2015
Plan.
Shares were voted
as follows:
Proposal
1. Election of Directors
|
Name |
For | Withheld | Broker Non-Votes | |||||||||
|
Paul D. Barnett |
17,398,765 | 313,275 | 3,811,283 | |||||||||
|
Matthew Coleman |
16,255,164 | 1,456,876 | 3,811,283 | |||||||||
|
Roger A. Cregg |
17,529,268 | 182,772 | 3,811,283 | |||||||||
|
Roger W. Einiger |
17,551,987 | 160,053 | 3,811,283 | |||||||||
|
Paul Hackwell |
16,252,219 | 1,459,821 | 3,811,283 | |||||||||
|
Joshua L. Nash |
17,551,536 | 160,504 | 3,811,283 | |||||||||
|
Jonathan M. Pertchik |
17,542,696 | 169,344 | 3,811,283 | |||||||||
|
Michael F. Profenius |
17,546,710 | 165,330 | 3,811,283 | |||||||||
|
Aaron D. Ratner |
17,527,668 | 184,372 | 3,811,283 | |||||||||
|
Joel M. Simon |
17,550,236 | 161,804 | 3,811,283 |
Proposal
2. Ratification of the appointment of Deloitte Touche, LLP as
independent registered public accounting firm for the Company for
the year ending December31, 2017
|
For |
Against |
Abstain |
Broker Non-Votes |
|||
| 21,509,765 | 9,858 | 3,700 |
Proposal
3. Approval, on an advisory basis, of the compensation of named
executive officers of the Company (Say on Pay)
|
For |
Against |
Abstain |
Broker Non-Votes |
|||
| 17,472,053 | 220,984 | 19,003 | 3,811,283 |
Proposal
4. Advisory vote on the frequency of future Say on Pay
votes
|
1 Year |
2Years |
3 Years |
Abstain |
Broker Non-Votes |
||||
| 16,526,990 | 27,312 | 1,148,975 | 8,763 | 3,811,283 |
Proposal
5. Approval of the AV Homes, Inc. 2015 Incentive Compensation
Plan, as amended and restated
|
For |
Against |
Abstain |
Broker Non-Votes |
|||
| 17,512,968 | 176,916 | 22,156 | 3,811,283 |
In light of the
results of the vote as noted above, which supported the Board of
Directors recommendation, the Board of Directors determined that
future Say on Pay votes will be held on an annual basis until the
next required vote on the frequency of Say on Pay votes.
About AV Homes, Inc. (NASDAQ:AVHI)
AV Homes, Inc. is a homebuilder engaged in the business of homebuilding and community development in Florida, Arizona and the Carolinas. The Company is also engaged in other real estate activities, such as the operation of amenities and the sale of land for third-party development. The Company’s segments include Florida, Arizona and the Carolinas. It focuses on the development and construction of primary residential communities serving first-time and move-up buyers, including under its local Bonterra Builders and Royal Oak Homes brands, and active adult communities, which are age-restricted to the age 55 and over active adult demographic. It owns approximately 5,010 developed residential lots, over 3,140 partially developed residential lots, approximately 8,650 undeveloped residential lots, and over 14,450 acres of mixed-use, commercial and industrial land. Its active adult communities include Solivita, CantaMia, Vitalia at Tradition, Encore at Eastmark and Creekside at Bethpage. AV Homes, Inc. (NASDAQ:AVHI) Recent Trading Information
AV Homes, Inc. (NASDAQ:AVHI) closed its last trading session up +0.15 at 16.35 with 56,061 shares trading hands.
