CENTURY COMMUNITIES, INC. (NYSE:CCS) Files An 8-K Submission of Matters to a Vote of Security HoldersItem 5.07.Submission of Matters to a Vote of Security Holders.
Century Communities, Inc. (the “Company”) held its 2018 annual meeting of stockholders (the “Annual Meeting”) on May 9, 2018. As of the close of business on March 15, 2018, the record date for the Annual Meeting, there were 29,644,097 shares of Company common stock outstanding and entitled to vote at the Annual Meeting. Each share of Company common stock was entitled to one vote. Stockholders holding an aggregate of 25,684,323 shares of Company common stock entitled to vote at the Annual Meeting, representing 86.6% of the outstanding shares of Company common stock as of the record date, and which constituted a quorum thereof, were present in person or represented by proxy at the Annual Meeting.
At the Annual Meeting, the Company’s stockholders considered four proposals, each of which is described in more detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on March 28, 2018.
The final results of such stockholder voting on each proposal brought before the Annual Meeting are set forth below:
| Proposal No. 1 – |
Election of Directors. The five director nominees proposed by the Board were elected to serve as members of the Board until the next annual meeting of stockholders and until their successors are duly elected and qualified by the following final voting results: |
|
Votes For |
Votes Withheld |
Broker Non-Votes |
|
|
Dale Francescon |
23,259,324 |
297,866 |
2,127,133 |
|
Robert F. Francescon |
21,715,003 |
1,842,187 |
2,127,133 |
|
John P. Box |
21,946,811 |
1,610,379 |
2,127,133 |
|
Keith R. Guericke |
23,209,282 |
347,908 |
2,127,133 |
|
James M. Lippman |
23,209,282 |
347,908 |
2,127,133 |
| Proposal No. 2 – |
Ratification of Appointment of Independent Registered Public Accounting Firm. The ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2018 was approved by the following final voting results: |
|
Votes For |
Votes Against |
Votes Abstained |
Broker Non-Votes |
|
25,668,693 |
5,235 |
10,395 |
|
| Proposal No. 3 – |
Advisory Vote on Executive Compensation. Our executive compensation was approved, on an advisory basis, by the following final voting results: |
|
Votes For |
Votes Against |
Votes Abstained |
Broker Non-Votes |
|
21,706,640 |
1,845,646 |
4,904 |
2,127,133 |
|
Proposal No. 4 – |
Advisory Vote on the Frequency of Future Advisory Votes on Executive Compensation. The frequency of one year for future advisory votes on executive compensation was approved, on an advisory basis, by the following final voting results: |
|
One Year |
Two Years |
Three Years |
Votes Abstained |
Broker Non-Votes |
|
21,517,554 |
16,905 |
2,011,852 |
10,879 |
2,127,133 |
In accordance with the result of the advisory vote on Proposal No. 4 – Advisory Vote on the Frequency of Future Advisory Votes on Executive Compensation, the Company’s Board of Directors has determined that the Company will conduct an executive compensation advisory vote, or say-on-pay vote, every year.