UCP, Inc. (NYSE:UCP) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01
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Entry into a Material Definitive Agreement.
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On March 29, 2017, UCP, Inc., a Delaware corporation (the
Company), entered into an Agreement (the Agreement) with PICO
Holdings, Inc., a California corporation (PICO), the Companys
largest stockholder and owner of a majority of the voting power
of the Companys issued and outstanding capital stock.
Company), entered into an Agreement (the Agreement) with PICO
Holdings, Inc., a California corporation (PICO), the Companys
largest stockholder and owner of a majority of the voting power
of the Companys issued and outstanding capital stock.
to the Agreement, the Company agreed to increase the number of
directors constituting the whole board of directors of the
Company (the Board) from six to seven members, effective
immediately prior to the Companys 2017 annual meeting of
stockholders (the 2017 Annual Meeting). In addition, the Company
has agreed to nominate Mr. Keith M. Locker, together with
incumbent Class I directors Mr. Eric H. Speron and Ms. Kathleen
R. Wade, whose terms expire at the 2017 Annual Meeting (Messrs.
Locker and Speron and Ms. Wade, collectively, the Director
Nominees), as its slate of nominees for election to the Board at
the 2017 Annual Meeting. The Company has also agreed to appoint
Mr. Locker to the Nominating and Corporate Governance Committee
of the Board and Mr. Speron to the Compensation Committee of the
Board promptly following their election and reelection,
respectively, at the 2017 Annual Meeting.
directors constituting the whole board of directors of the
Company (the Board) from six to seven members, effective
immediately prior to the Companys 2017 annual meeting of
stockholders (the 2017 Annual Meeting). In addition, the Company
has agreed to nominate Mr. Keith M. Locker, together with
incumbent Class I directors Mr. Eric H. Speron and Ms. Kathleen
R. Wade, whose terms expire at the 2017 Annual Meeting (Messrs.
Locker and Speron and Ms. Wade, collectively, the Director
Nominees), as its slate of nominees for election to the Board at
the 2017 Annual Meeting. The Company has also agreed to appoint
Mr. Locker to the Nominating and Corporate Governance Committee
of the Board and Mr. Speron to the Compensation Committee of the
Board promptly following their election and reelection,
respectively, at the 2017 Annual Meeting.
Under the terms of the Agreement, the Company also agreed to
submit, recommend and solicit proxies in favor of the following
proposals for consideration by its stockholders at the 2017
Annual Meeting:
submit, recommend and solicit proxies in favor of the following
proposals for consideration by its stockholders at the 2017
Annual Meeting:
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To amend the Companys Amended and Restated Certificate of
Incorporation (the Charter) to declassify the Board and provide for the annual election of directors (the Declassification Proposal); |
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To amend the Charter and the Companys Amended and
Restated Bylaws (the Bylaws) to require the calling of special meetings of the stockholders upon the written request of beneficial holders of twenty-five percent (25%) or more of the voting power of the Company (the Special Meeting Proposal); |
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To amend the Charter and Bylaws to permit stockholders to
act by written consent (the Written Consent Proposal); |
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To amend the Charter to require a seventy-five percent
(75%) supermajority stockholder vote to remove a director without cause at any time when any person (together with his, her or its affiliates) beneficially owns thirty-five percent (35%) or more of the voting power of the Company, as well as to move the existing provisions of the Charter regarding the fixing of the size of the Board and the filling of vacancies on the Board to the Bylaws (the Director Removal Proposal); and |
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To amend the Bylaws to require a seventy-five percent
(75%) supermajority stockholder vote for stockholders to amend the Bylaws at any time when any person (together with his, her or its affiliates) beneficially owns thirty-five percent (35%) or more of the voting power of the Company (the Bylaw Amendment Proposal and, |
together with the Declassification Proposal, Special Meeting
Proposal, Written Consent Proposal and Director Removal Proposal,
the Governance Proposals).
Proposal, Written Consent Proposal and Director Removal Proposal,
the Governance Proposals).
The Agreement further provides that the approval of each
Governance Proposal at the 2017 Annual Meeting shall require, in
addition to the requisite vote necessary under applicable law,
the Charter and the Bylaws, for votes from a majority of the
outstanding voting power of the Company held by stockholders
other than PICO (a Majority of the Minority Vote). Each of the
Governance Proposals will be presented to the stockholders at the
2017 Annual Meeting on a standalone basis, and the adoption of
the amendments to the Charter and/or Bylaws contemplated by each
Governance Proposal will not depend on or be conditioned upon the
approval of any other Governance Proposal. Attached as Exhibits A
and B to the Agreement are forms of an amended and restated
Charter and amended and restated Bylaws, respectively, assuming
all of the Governance Proposals are approved by a Majority of the
Minority Vote at the 2017 Annual Meeting. If the Declassification
Proposal is approved by the Companys stockholders, the first
annual election of directors with one year terms would take place
at the Companys 2018 annual meeting of stockholders (the 2018
Annual Meeting).
Governance Proposal at the 2017 Annual Meeting shall require, in
addition to the requisite vote necessary under applicable law,
the Charter and the Bylaws, for votes from a majority of the
outstanding voting power of the Company held by stockholders
other than PICO (a Majority of the Minority Vote). Each of the
Governance Proposals will be presented to the stockholders at the
2017 Annual Meeting on a standalone basis, and the adoption of
the amendments to the Charter and/or Bylaws contemplated by each
Governance Proposal will not depend on or be conditioned upon the
approval of any other Governance Proposal. Attached as Exhibits A
and B to the Agreement are forms of an amended and restated
Charter and amended and restated Bylaws, respectively, assuming
all of the Governance Proposals are approved by a Majority of the
Minority Vote at the 2017 Annual Meeting. If the Declassification
Proposal is approved by the Companys stockholders, the first
annual election of directors with one year terms would take place
at the Companys 2018 annual meeting of stockholders (the 2018
Annual Meeting).
Under the terms of the Agreement, PICO has agreed, among other
things, (i) to vote all securities of the Company owned
beneficially or of record by PICO entitled to vote generally in
the election of directions (Voting Securities) in favor of the
election of the Director Nominees and in favor of each Governance
Proposal, (ii) not to nominate any other persons for election to
the Board or to submit any other proposals for consideration at
the 2017 Annual Meeting and (iii) to withdraw its notice, dated
February 6, 2017, in which it informed the Company of its intent
to nominate Messrs. Locker and Speron to stand for election to
the Board and to submit certain proposals for consideration to
the Companys stockholders at the 2017 Annual Meeting.
things, (i) to vote all securities of the Company owned
beneficially or of record by PICO entitled to vote generally in
the election of directions (Voting Securities) in favor of the
election of the Director Nominees and in favor of each Governance
Proposal, (ii) not to nominate any other persons for election to
the Board or to submit any other proposals for consideration at
the 2017 Annual Meeting and (iii) to withdraw its notice, dated
February 6, 2017, in which it informed the Company of its intent
to nominate Messrs. Locker and Speron to stand for election to
the Board and to submit certain proposals for consideration to
the Companys stockholders at the 2017 Annual Meeting.
In addition, PICO has agreed, subject to and conditioned upon the
approval of the Declassification Proposal by a Majority of the
Minority Vote, to vote or cause to be voted (including in any
action by written consent) any and all Voting Securities that
PICO owns beneficially or of record with respect to any election
or removal of directors of the Company such that, at all times,
at least three (3) members of the Board are Independent. The
Agreement defines Independent to mean an individual who is both
(i) independent with respect to the Company under the rules of
the New York Stock Exchange (or any other exchange on which the
Companys securities are then listed) and (ii) independent of PICO
and its affiliates (provided that the nomination of an individual
by PICO to serve as a member of the Board shall not, by itself,
cause such individual to be deemed not Independent).
approval of the Declassification Proposal by a Majority of the
Minority Vote, to vote or cause to be voted (including in any
action by written consent) any and all Voting Securities that
PICO owns beneficially or of record with respect to any election
or removal of directors of the Company such that, at all times,
at least three (3) members of the Board are Independent. The
Agreement defines Independent to mean an individual who is both
(i) independent with respect to the Company under the rules of
the New York Stock Exchange (or any other exchange on which the
Companys securities are then listed) and (ii) independent of PICO
and its affiliates (provided that the nomination of an individual
by PICO to serve as a member of the Board shall not, by itself,
cause such individual to be deemed not Independent).
The Agreement, the Governance Proposals and the decision to
nominate Mr. Locker for election to the Board at the 2017 Annual
Meeting were evaluated, negotiated and recommended to the full
Board for approval by a special committee of the Board (the
Special Committee) comprising Company directors who are not
affiliated with PICO and whom the Board determined to be
independent with respect to the tasks delegated to the Special
Committee.
nominate Mr. Locker for election to the Board at the 2017 Annual
Meeting were evaluated, negotiated and recommended to the full
Board for approval by a special committee of the Board (the
Special Committee) comprising Company directors who are not
affiliated with PICO and whom the Board determined to be
independent with respect to the tasks delegated to the Special
Committee.
The foregoing summary of the Agreement does not purport to be
complete and is subject to, and qualified in its entirety by, the
full text of the Agreement (including its exhibits), which is
attached hereto as Exhibit 10.1 and incorporated herein by
reference.
complete and is subject to, and qualified in its entirety by, the
full text of the Agreement (including its exhibits), which is
attached hereto as Exhibit 10.1 and incorporated herein by
reference.
| Item 5.02 |
Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
The information set forth under Item 1.01 of this Form 8-K is
incorporated herein by reference.
incorporated herein by reference.
In connection with the Agreement, Mr. Locker and all of the
incumbent members of the Board except for Messrs. Dustin L. Bogue
and Peter H. Lori (whose terms as Class II directors expire at
the 2018 Annual Meeting) executed and delivered an irrevocable
conditional resignation letter (the Resignation Letter) as a
director of the Company, subject to and conditioned on the
effectiveness of a Charter amendment declassifying the Board and
a duly adopted resolution of the Board providing for the
reappointment of each of the signatories to the Resignation
Letter to the Board immediately following the effective time of
their resignations. As a result, if the Declassification Proposal
is approved by a Majority of the Minority Vote at the 2017 Annual
Meeting and a Charter amendment declassifying the Board has taken
effect, all duly elected members of the Board will be serving
terms expiring at the 2018 Annual Meeting.
incumbent members of the Board except for Messrs. Dustin L. Bogue
and Peter H. Lori (whose terms as Class II directors expire at
the 2018 Annual Meeting) executed and delivered an irrevocable
conditional resignation letter (the Resignation Letter) as a
director of the Company, subject to and conditioned on the
effectiveness of a Charter amendment declassifying the Board and
a duly adopted resolution of the Board providing for the
reappointment of each of the signatories to the Resignation
Letter to the Board immediately following the effective time of
their resignations. As a result, if the Declassification Proposal
is approved by a Majority of the Minority Vote at the 2017 Annual
Meeting and a Charter amendment declassifying the Board has taken
effect, all duly elected members of the Board will be serving
terms expiring at the 2018 Annual Meeting.
| Item 8.01 |
Other Events.
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On March 30, 2017, the Company and PICO issued a joint press
release announcing the Agreement and related matters. A copy of
the press release is attached hereto as Exhibit 99.1 and
incorporated herein by reference.
release announcing the Agreement and related matters. A copy of
the press release is attached hereto as Exhibit 99.1 and
incorporated herein by reference.
Forward-Looking Statements
Statements contained in this Current Report on Form 8-K regarding
matters that are not historical facts are forward-looking
statements within the meaning of the Private Securities
Litigation Reform Act of 1995. Because such statements are
subject to risks and uncertainties, actual results may differ
materially from those expressed or implied by such
forward-looking statements. Risks are described in the Companys
filings with the Securities and Exchange Commission (the SEC),
including without limitation the Companys most recent Annual
Report on Form 10-K, Quarterly Report on Form 10-Q and other
documents subsequently filed with or furnished to the SEC. All
forward-looking statements contained in this Current Report on
Form 8-K speak only as of the date on which they were made. The
Company undertakes no obligation to update such statements to
reflect events that occur or circumstances that exist after the
date on which they were made.
matters that are not historical facts are forward-looking
statements within the meaning of the Private Securities
Litigation Reform Act of 1995. Because such statements are
subject to risks and uncertainties, actual results may differ
materially from those expressed or implied by such
forward-looking statements. Risks are described in the Companys
filings with the Securities and Exchange Commission (the SEC),
including without limitation the Companys most recent Annual
Report on Form 10-K, Quarterly Report on Form 10-Q and other
documents subsequently filed with or furnished to the SEC. All
forward-looking statements contained in this Current Report on
Form 8-K speak only as of the date on which they were made. The
Company undertakes no obligation to update such statements to
reflect events that occur or circumstances that exist after the
date on which they were made.
Important Additional Information and Where to Find it
The Company, its directors and certain of its executive officers
and employees may be deemed to be participants in the
solicitation of proxies from stockholders in connection with the
2017 Annual Meeting. The Company plans to file a proxy statement
with the SEC in connection with the solicitation of proxies for
the 2017 Annual Meeting (the 2017 Proxy Statement). STOCKHOLDERS
ARE URGED TO READ THE 2017 PROXY STATEMENT (INCLUDING ANY
AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT
DOCUMENTS THAT THE COMPANY WILL FILE WITH THE SEC CAREFULLY IN
THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL
and employees may be deemed to be participants in the
solicitation of proxies from stockholders in connection with the
2017 Annual Meeting. The Company plans to file a proxy statement
with the SEC in connection with the solicitation of proxies for
the 2017 Annual Meeting (the 2017 Proxy Statement). STOCKHOLDERS
ARE URGED TO READ THE 2017 PROXY STATEMENT (INCLUDING ANY
AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT
DOCUMENTS THAT THE COMPANY WILL FILE WITH THE SEC CAREFULLY IN
THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION. Additional information regarding
the identity of these potential participants and their direct or
indirect interests, by security holdings or otherwise, will be
set forth in the 2017 Proxy Statement and other materials to be
filed with the SEC in connection with the 2017 Annual Meeting.
Information relating to the foregoing can also be found in the
Companys definitive proxy statement for its 2016 Annual Meeting
of Stockholders (the 2016 Proxy Statement), filed with the SEC on
April 7, 2016. To the extent holdings of the Companys securities
by such potential participants have changed since the amounts
printed in the 2016 Proxy Statement, such changes have been or
will be reflected on Statements of Change in Ownership on Forms 3
and 4 filed with the SEC.
the identity of these potential participants and their direct or
indirect interests, by security holdings or otherwise, will be
set forth in the 2017 Proxy Statement and other materials to be
filed with the SEC in connection with the 2017 Annual Meeting.
Information relating to the foregoing can also be found in the
Companys definitive proxy statement for its 2016 Annual Meeting
of Stockholders (the 2016 Proxy Statement), filed with the SEC on
April 7, 2016. To the extent holdings of the Companys securities
by such potential participants have changed since the amounts
printed in the 2016 Proxy Statement, such changes have been or
will be reflected on Statements of Change in Ownership on Forms 3
and 4 filed with the SEC.
Stockholders will be able to obtain the 2017 Proxy Statement, any
amendments or supplements to the proxy statement and other
documents filed by the Company with the SEC for no charge at the
SECs website at www.sec.gov. Copies will also be available at no
charge at the Investor Relations section of the Companys website
(http://www.unioncommunityllc.com).
amendments or supplements to the proxy statement and other
documents filed by the Company with the SEC for no charge at the
SECs website at www.sec.gov. Copies will also be available at no
charge at the Investor Relations section of the Companys website
(http://www.unioncommunityllc.com).
| Item 9.01 |
Financial Statements and Exhibits
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| (d) |
Exhibits
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Exhibit
No.
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Description
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10.1
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Agreement, made and entered into as of March 29, 2017, by
and between PICO Holdings, Inc. and UCP, Inc. |
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99.1
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Joint Press Release, dated March 30, 2017
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About UCP, Inc. (NYSE:UCP)
UCP, Inc. is a homebuilder and land developer with a focus on residential land acquisition, development and entitlement, as well as home design, construction and sales. The Company operates in two segments: homebuilding and land development. The homebuilding and land segments include two geographic regions: West and Southeast. The Company operates in the states of California, Washington, North Carolina, South Carolina, and Tennessee. In California, the Company primarily operates in the Central Valley area (Fresno and Madera counties), the Monterey Bay area (Monterey County), the South San Francisco Bay area (Santa Clara and San Benito counties) and in Southern California (Los Angeles, Ventura and Kern counties). In Washington State, it operates in the Puget Sound area (King, Snohomish, Thurston and Kitsap counties). In North Carolina, South Carolina and Tennessee, its operations are in the Charlotte, Myrtle Beach and Nashville markets. UCP, Inc. (NYSE:UCP) Recent Trading Information
UCP, Inc. (NYSE:UCP) closed its last trading session up +0.15 at 10.20 with 49,650 shares trading hands.
