Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
As previously disclosed,
As of
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) 2020Hovnanian Enterprises, Inc. Stock Incentive Plan
On
Prior to obtaining stockholder approval for the 2020 Plan, the Company had been
granting equity-based incentive awards under the 2012
The material features of the 2020 Plan are described in the Company's
definitive Proxy Statement filed on
Item 5.07. Submission of Matters to a Vote of Security Holders.
The Company held its 2020 Annual Meeting on
2
--------------------------------------------------------------------------------
(1) Election of all directors of the Company to hold office until the next annual meeting of stockholders and until their respective successors have been duly elected and qualified. Abstentions and broker non-votes had no effect on the outcome because such shares were not considered votes cast. The elected directors were:
Votes For Votes Against Abstentions Broker Non-Votes A. Hovnanian 7,668,924 71,473 17,149 2,523,030 R. Coutts 7,680,166 50,859 26,521 2,523,030 E. Kangas 7,577,787 153,234 26,525 2,523,030 J. Marengi 7,579,409 148,070 30,067 2,523,030 V. Pagano 7,576,876 151,963 28,707 2,523,030 R. Sellers 7,669,901 74,217 13,428 2,523,030 J. Sorsby 7,657,858 74,010 25,678 2,523,030
(2) Ratification of the selection of
Votes For Votes Against Abstentions Broker Non-Votes 10,236,346 34,904 9,326 -
(3) Approval of the 2020
Votes For Votes Against Abstentions Broker Non-Votes 7,407,426 334,767 15,353 2,523,030
(4) Non-binding advisory vote on approval of the compensation of the Company's named executive officers as disclosed in the Proxy Statement. Abstentions and broker non-votes had no effect on the outcome because such shares were not considered votes cast.
Votes For Votes Against Abstentions Broker Non-Votes 7,615,008 114,445 28,093 2,523,030
* * * *
Statements in this Current Report on Form 8-K that are not historical facts
should be considered as "Forward-Looking Statements" within the meaning of the
"Safe Harbor" provisions of the Private Securities Litigation Reform Act of
1995. Such statements involve known and unknown risks, uncertainties and other
factors that may cause actual results, performance or achievements of the
Company to be materially different from any future results, performance or
achievements expressed or implied by the forward-looking statements.
Such forward-looking statements include but are not limited to statements
related to the Company's goals and expectations with respect to its financial
results for future financial periods and its compliance with the NYSE's listing
standards. Although we believe that our plans, intentions and expectations
reflected in, or suggested by, such forward-looking statements are reasonable,
we can give no assurance that such plans, intentions or expectations will be
achieved. By their nature, forward-looking statements: (i) speak only as of the
date they are made, (ii) are not guarantees of future performance or results and
(iii) are subject to risks, uncertainties and assumptions that are difficult to
predict or quantify. Therefore, actual results could differ materially and
adversely from those forward-looking statements as a result of a variety of
factors. Such risks, uncertainties and other factors include, but are not
limited to (1) changes in general and local economic, industry and business
conditions and impacts of a significant homebuilding downturn; (2) adverse
weather and other environmental conditions and natural disasters; (3) high
leverage and restrictions on the Company's operations and activities imposed by
the agreements governing the Company's outstanding indebtedness; (4)
availability and terms of financing to the Company; (5) the Company's sources of
liquidity; (6) changes in credit ratings; (7) the seasonality of the Company's
business; (8) the availability and cost of suitable land and improved lots and
sufficient liquidity to invest in such land and lots; (9) shortages in, and
price fluctuations of, raw materials and labor including due to changes in trade
policies, such as the imposition of tariffs and duties on homebuilding materials
and products, and related trade disputes with and retaliatory measures taken by
other countries; (10) reliance on, and the performance of, subcontractors; (11)
regional and local economic factors, including dependency on certain sectors of
the economy, and employment levels affecting home prices and sales activity in
the markets where the Company builds homes; (12) increases in cancellations of
agreements of sale; (13) fluctuations in interest rates and the availability of
mortgage financing; (14) changes in tax laws affecting the after-tax costs of
owning a home; (15) operations through unconsolidated joint ventures with third
parties; (16) government regulation, including regulations concerning
development of land, the homebuilding, sales and customer financing processes,
tax laws and the environment; (17) legal claims brought against us and not
resolved in our favor, such as product liability litigation, warranty claims and
claims made by mortgage investors; (18) levels of competition; (19) successful
identification and integration of acquisitions; (20) significant influence of
the Company's controlling stockholders; (21) availability of net operating loss
carryforwards; (22) utility shortages and outages or rate fluctuations; (23)
geopolitical risks, terrorist acts and other acts of war; (24) diseases,
pandemics or other severe public health events; (25) loss of key management
personnel or failure to attract qualified personnel; (26) information technology
failures and data security breaches; (27) negative publicity; and (28) certain
risks, uncertainties and other factors described in detail in the Company's
Annual Report on Form 10-K for the fiscal year ended
3
--------------------------------------------------------------------------------
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description 10.1 2020Hovnanian Enterprises, Inc. Stock Incentive Plan 99.1 The section entitled "Proposal 3 - Approval of the 2020Hovnanian Enterprises, Inc. Stock Incentive Plan," of the Company's definitive Proxy Statement (incorporated by reference to the Company's definitive Proxy Statement on Schedule 14A filed onFebruary 7, 2020 ). 4
--------------------------------------------------------------------------------
© Edgar Online, source