WILLIAM LYON HOMES (NYSE:WLH) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02. Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
William Lyon Homes (the Company) held its 2017 Annual Meeting of
Stockholders on May23, 2017 (the Annual Meeting). At the Annual
Meeting, the Companys stockholders approved the William Lyon
Homes Amended and Restated 2012 Equity Incentive Plan (the
Amended Plan), which amends and restates the Companys 2012 Equity
Incentive Plan (the Prior Plan) in its entirety. The Amended Plan
became effective on the date the Amended Plan was adopted by the
Board of Directors of the Company (the Board) on March31, 2017,
but was subject to receiving stockholder approval at the Annual
Meeting.
The Amended Plan provides for the grant of stock options,
restricted stock, restricted stock units, dividend equivalents,
deferred stock, deferred stock units, stock payments, stock
appreciation rights (SARs) and cash- or stock-based performance
awards to eligible individuals. Employees and consultants of the
Company and its subsidiaries, as well as non-employee members of
the Board, are eligible to receive awards under the Amended Plan.
The Amended Plan increases the aggregate number of shares of
common stock available for issuance under the Prior Plan by
900,000 shares to a total of 4,536,363 shares. The Amended Plan
will be administered by the Compensation Committee of the Board
(or by the Board or another Board committee as may be determined
by the Board from time to time). The Amended Plan includes annual
limits on awards that may be granted to any individual
participant. The Amended Plan also contains provisions with
respect to payment of exercise or purchase prices, vesting and
expiration of awards, adjustments and treatment of awards upon
certain corporate transactions, including stock splits,
recapitalizations and mergers, transferability of awards and tax
withholding requirements. The Amended Plan contains a minimum
vesting requirement, subject to limited exceptions, that awards
made to the Amended Plan may not vest earlier than the date that
is one year following the grant date of the award.
The Administrator may alter, amend, suspend or terminate the
Amended Plan at any time and from time to time, subject to
stockholder approval to the extent required by applicable law,
rule or regulation (including any applicable stock exchange
rule). In addition, the Company must obtain stockholder approval
to reprice any stock option or SAR or cancel any stock option or
SAR in exchange for cash or another award when the exercise or
base price exceeds the fair market value of the underlying
shares. No award may be granted to the Amended Plan after
March31, 2027.
For a more complete description of the Amended Plan, reference is
made to the terms of the Amended Plan attached as Appendix A to
the Companys Definitive Proxy Statement on Schedule 14A filed
with the Securities and Exchange Commission on April12, 2017 (the
Proxy Statement), and the summary of the Amended Plan contained
in the Proxy Statement.
Item 5.07. Submission of Matters to a Vote of Security
Holders.
(a) The Company held its Annual Meeting on May23, 2017. As of the
close of business on March29, 2017, the record date for
eligibility to vote at the Annual Meeting, there were 29,292,642
shares of ClassA Common Stock, $0.01 par value per share, and
3,813,884 shares of ClassB Common Stock, $0.01 par value per
share, issued and outstanding and entitled to vote at the Annual
Meeting. Each share of ClassA Common Stock was entitled to one
(1)vote per share, and each share of ClassB Common Stock was
entitled to five (5)votes per share. Accordingly, as of the
record date, the total voting power of all of the shares of the
Companys common stock entitled to vote at the Annual Meeting was
48,362,062 votes. There were present in person or represented by
proxy at the Annual Meeting stockholders holding an aggregate of
30,686,705 shares of common stock representing 92.69% of the
issued and outstanding shares of common stock of the Company,
which shares held 45,942,242 votes, representing 94.99% of the
total voting power of common stock of the Company, in each case
which were entitled to vote at the Annual Meeting as determined
on the record date.
(b) At the Annual Meeting, the stockholders of the Company:
(1) Elected all eight (8)of the Companys nominees for director,
with voting results as follows:
|
Name |
VotesCastFor | VotesWithheld | BrokerNon-Votes | |||||||||
|
Douglas K. Ammerman |
40,896,868 | 3,066,388 | 1,978,986 | |||||||||
|
Michael Barr |
42,371,061 | 1,592,195 | 1,978,986 | |||||||||
|
Thomas F. Harrison |
43,559,736 | 403,520 | 1,978,986 | |||||||||
|
Gary H. Hunt |
40,853,571 | 3,109,685 | 1,978,986 | |||||||||
|
William H. Lyon |
42,767,892 | 1,195,364 | 1,978,986 | |||||||||
|
Matthew R. Niemann |
40,519,824 | 3,443,432 | 1,978,986 | |||||||||
|
Lynn Carlson Schell |
40,461,069 | 3,502,187 | 1,978,986 | |||||||||
|
Matthew R. Zaist |
43,486,829 | 476,427 | 1,978,986 |
Based on the foregoing votes, each of the eight nominees named in
the table above was elected and will serve as a director until
the 2018 annual meeting of stockholders and until such directors
successor is duly elected and qualified or, if earlier, such
directors death, resignation or removal.
(2) Approved, on an advisory basis, the compensation of the
Companys named executive officers, with voting results as
follows:
|
VotesCastFor |
VotesCastAgainst |
Abstentions |
BrokerNon-Votes |
|||
|
40,756,103 |
3,193,954 | 13,199 | 1,978,986 |
(3) Approved the William Lyon Homes Amended and Restated 2012
Equity Incentive Plan, with voting results as follows:
|
VotesCastFor |
VotesCastAgainst |
Abstentions |
BrokerNon-Votes |
|||
|
41,053,240 |
2,895,560 | 14,456 | 1,978,986 |
(4) Ratified the selection of KPMG LLP as the Companys
independent registered public accountants for the fiscal year
ending December31, 2017, with voting results as follows:
|
VotesCastFor |
VotesCastAgainst |
Abstentions |
BrokerNon-Votes |
|||
|
45,853,296 |
83,414 | 5,532 |
About WILLIAM LYON HOMES (NYSE:WLH)
William Lyon Homes is a regional homebuilder. The Company is engaged in the design, construction, marketing and sale of single-family detached and attached homes. It operates through six segments: California, Arizona, Nevada, Colorado, Washington and Oregon. Each of the segments has responsibility for the management of the Company’s homebuilding and development operations within its geographic boundaries. The California Segment consists of operations in Orange, Los Angeles, San Diego, Riverside, San Bernardino, Alameda, Contra Costa and San Joaquin counties. The Arizona Segment consists of operations in the Phoenix metropolitan area. The Nevada Segment consists of operations in Clark and Nye counties. The Colorado Segment consists of operations in Douglas, Grand, Jefferson, and Larimer counties. The Washington Segment consists of operations in King, Snohomish, and Pierce counties. The Oregon Segment consists of operations in Clackamas and Washington counties. WILLIAM LYON HOMES (NYSE:WLH) Recent Trading Information
WILLIAM LYON HOMES (NYSE:WLH) closed its last trading session up +0.39 at 23.50 with 250,773 shares trading hands.