KB HOME (NYSE:KBH) Files An 8-K Entry into a Material Definitive AgreementItem 3.03 Entry into a Material Definitive Agreement.
Item 3.03 below is incorporated herein by reference.
Item 3.03 Material Modification to Rights of Security Holders.
On April 12, 2018, KB Home entered into an Amended and Restated Rights Agreement with Computershare Inc., as Rights Agent, following the approval thereof by KB Home’s stockholders at its 2018 Annual Meeting held on April 12, 2018 (“2018 Annual Meeting”). The Amended and Restated Rights Agreement amends and restates the Rights Agreement, dated as of January 22, 2009 (“Prior Rights Agreement”), by and between KB Home and a predecessor of the Rights Agent, Mellon Investor Services LLC.
As with the Prior Rights Agreement, the Amended and Restated Rights Agreement is intended to help protect KB Home’s net operating losses and other deferred tax assets from an “ownership change” under Section 382 of the Internal Revenue Code. The Amended and Restated Rights Agreement extended the latest possible expiration date of the rights issued to the Prior Rights Agreement to the close of business on April 30, 2021, and made certain other related changes. Otherwise, the Amended and Restated Rights Agreement’s terms are substantively the same as those of the Prior Rights Agreement.
A copy of the Amended and Restated Rights Agreement has been filed with the Securities and Exchange Commission
as Exhibit 4.1 to an Amended Registration Statement on Form 8-A/A dated April 13, 2018. The foregoing description of the Amended and Restated Rights Agreement does not purport to be complete and is qualified in its entirety by reference to its full text, which is incorporated herein by reference.
Item 3.03 Submission of Matters to a Vote of Security Holders.
On April 12, 2018, KB Home held its 2018 Annual Meeting. The final results for each item submitted to a vote of security holders at the 2018 Annual Meeting are provided below. The rounded percentages displayed below for the election of directors are based on the total “For” and “Against” votes cast for each respective director nominee. The rounded percentages displayed below for the other items are based on the total number of shares of KBHome common stock that were present or represented, and entitled to vote on each respective item, at the 2018 Annual Meeting.
1. The vote on the nominees for election to the KB Home board of directors was as follows:
|
Director |
For |
% |
Against |
% |
Abstentions |
Broker Non-Votes |
|
Dorene C. Dominguez |
72,040,036 |
99.9% |
61,934 |
0.1% |
773,880 |
11,475,946 |
|
Timothy W. Finchem |
69,498,523 |
96.4% |
2,606,872 |
3.6% |
770,455 |
11,475,946 |
|
Dr. Stuart A. Gabriel |
71,874,023 |
99.7% |
228,954 |
0.3% |
772,873 |
11,475,946 |
|
Dr. Thomas W. Gilligan |
71,353,763 |
99.0% |
749,638 |
1.0% |
772,449 |
11,475,946 |
|
Kenneth M. Jastrow, II |
70,295,468 |
97.5% |
1,790,806 |
2.5% |
789,576 |
11,475,946 |
|
Robert L. Johnson |
64,645,386 |
89.7% |
7,428,774 |
10.3% |
801,690 |
11,475,946 |
|
Melissa Lora |
70,273,488 |
97.5% |
1,812,701 |
2.5% |
789,661 |
11,475,946 |
|
Jeffrey T. Mezger |
71,098,846 |
98.3% |
1,264,396 |
1.7% |
512,608 |
11,475,946 |
|
James C. Weaver |
72,031,830 |
99.9% |
70,324 |
0.1% |
773,696 |
11,475,946 |
|
Michael M. Wood |
71,350,303 |
99.0% |
752,465 |
1.0% |
773,082 |
11,475,946 |
2. The non-binding advisory vote to approve named executive officer compensation was as follows:
|
For |
% |
Against |
% |
Abstentions |
% |
Broker Non-Votes |
|
66,703,449 |
91.5% |
5,872,757 |
8.1% |
299,644 |
0.4% |
11,475,946 |
3. The vote to approve the Amended and Restated Rights Agreement was as follows:
|
For |
% |
Against |
% |
Abstentions |
% |
Broker Non-Votes |
|
69,045,433 |
94.7% |
3,560,133 |
4.9% |
270,284 |
0.4% |
11,475,946 |
|
4. |
The vote to ratify Ernst & Young LLP’s appointment as KB Home’s independent registered public accounting firm for the fiscal year ending November 30, 2018 was as follows: |
|
For |
% |
Against |
% |
Abstentions |
% |
Broker Non-Votes |
|
83,181,915 |
98.6% |
1,071,416 |
1.3% |
98,465 |
0.1% |
Item 3.03 Financial Statements and Exhibits.
(d) Exhibits.
EXHIBIT INDEX
About KB HOME (NYSE:KBH)
KB Home is a homebuilding company in the United States. The Company constructs and sells a range of new homes designed primarily for first-time, move-up and active adult homebuyers, including attached and detached single-family residential homes, townhomes and condominiums. Its segments include the West Coast, Southwest, Central and Southeast homebuilding segments, and financial services segment. Its homebuilding segments are engaged in the acquisition and development of land primarily for residential purposes. The financial services segment offers property and casualty insurance and, in certain instances, earthquake, flood and personal property insurance to its homebuyers in the same markets as its homebuilding segments, and also provides title services in various markets located within its Central and Southeast homebuilding segments. Its financial services operations also provide mortgage banking services, including residential consumer mortgage loan originations.
