UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
As indicated below, at the 2022 Annual Meeting of Stockholders (the “2022 Annual Meeting”) of Taylor Morrison Home Corporation (the “Company”), the Company’s stockholders approved the amendment and restatement of the Taylor Morrison Home Corporation 2013 Omnibus Equity Award Plan (as amended and restated, the “Equity Award Plan”). The primary purpose of the amendment and restatement was to: increase the aggregate share limit that may be delivered pursuant to all awards granted under the Equity Award Plan from 14,178,459 to 15,161,459 and to extend the term of the Equity Award Plan by nine years with a new expiration date of May 26, 2032.
The material features of the Equity Award Plan are described in Proposal No. 4 of the Company’s Definitive Proxy Statement on Schedule 14A, dated April 12, 2022, which description is incorporated herein by reference. The description of the Equity Award Plan set forth above and incorporated herein by reference are qualified in their entirety by the text of the Equity Award Plan, a copy of which is filed herewith as Exhibit 10.1 and incorporated herein by reference
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
The Company held the 2022 Annual Meeting on May 26, 2022. The Company’s stockholders elected at the 2022 Annual Meeting eight directors, Peter Lane, William H. Lyon, Anne L. Mariucci, David C. Merritt, Andrea (Andi) Owen, Sheryl D. Palmer, Denise F. Warren and Christopher Yip, to hold office until the Company’s annual meeting of stockholders to be held in 2023 and until his or her successor is duly elected and qualified. At the 2022 Annual Meeting, the Company’s stockholders also approved, on an advisory basis, the compensation of the Company’s named executive officers (“say-on-pay”), ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022, and approved the amendment and restatement of the Equity Award Plan. The voting results are set forth below.
Proposal No. 1 - Election of Directors
| Director Nominee |
Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | ||||
| Peter Lane |
107,517,443 | 1,004,777 | 39,451 | 3,909,897 | ||||
| William H. Lyon |
108,360,726 | 160,003 | 40,942 | 3,909,897 | ||||
| Anne L. Mariucci |
95,656,620 | 12,869,916 | 35,135 | 3,909,897 | ||||
| David C. Merritt |
107,477,549 | 1,044,689 | 39,443 | 3,909,897 | ||||
| Andrea (Andi) Owen |
108,042,811 | 481,838 | 37,022 | 3,909,897 | ||||
| Sheryl D. Palmer |
106,359,236 | 2,165,227 | 37,208 | 3,909,897 | ||||
| Denise F. Warren |
108,002,908 | 520,967 | 37,796 | 3,909,897 | ||||
| Christopher Yip |
108,360,926 | 131,605 | 69,140 | 3,909,897 |
Proposal No. 2 - Advisory Vote on Compensation of Named Executive Officers (“Say-on-Pay”)
| Description of Proposal |
Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | ||||
| To approve, on an advisory basis, the compensation of the Company’s named executive officers |
103,547,285 | 4,958,301 | 56,085 | 3,909,897 |
Proposal No. 3 - Ratification of Auditors
| Description of Proposal |
Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | ||||
| To ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022 |
110,324,544 | 2,107,584 | 39,440 | — |
Proposal No. 4 - Amendment and Restatement of the Taylor Morrison Home Corporation 2013 Omnibus Equity Award Plan
| Description of Proposal |
Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | ||||
| To approve of the amendment and restatement of the Taylor Morrison Home Corporation 2013 Omnibus Equity Award Plan |
104,825,587 | 3,685,425 | 50,659 | 3,909,897 |
| Item 8.01 | Other Events. |
Stock Repurchase Program
On May 26, 2022, the Board of Directors of the Company authorized the repurchase of up to $500 million of the Company’s Common stock, par value $0.00001 per share (the “Common Stock”) through December 31, 2023, which authorization replaced the Company’s prior $250 million repurchase authorization scheduled to expire on June 30, 2024. Repurchases of the Company’s Common Stock under the program may occur from time to time in open market purchases, privately negotiated transactions or other transactions.
Repurchases of Common Stock under the program are subject to prevailing market conditions and other considerations, including the Company’s liquidity, the terms of its debt instruments, legal requirements, planned land investment and development spending, acquisition and other investment opportunities and ongoing capital requirements. The program does not require the Company to repurchase any specific number of shares of Common Stock, and the program may be suspended, extended, modified or discontinued at any time.
On May 31, 2022, the Company issued a press release announcing the adoption of the new repurchase program. A copy of the press release is attached as Exhibit 99.1 and incorporated by reference herein.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. |
Description | |
| 10.1 | Taylor Morrison Home Corporation 2013 Omnibus Equity Award Plan (Amended and Restated as of May 26, 2022) | |
| 99.1 | Press release issued May 31, 2022 by Taylor Morrison Home Corporation. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: May 31, 2022
| Taylor Morrison Home Corporation |
| /s/ Darrell C. Sherman |
| By: Darrell C. Sherman |
| Title: Executive Vice President, Chief Legal Officer and Secretary |