Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) Second Amended and Restated 2020 Hovnanian Enterprises, Inc. Stock Incentive Plan

On March 29, 2022, Hovnanian Enterprises, Inc. (the "Company") held its 2022 Annual Meeting of Stockholders (the "2022 Annual Meeting") at which the Company's stockholders approved the Second Amended and Restated 2020 Hovnanian Enterprises, Inc. Stock Incentive Plan (the "Amended Plan"), which had been previously recommended for approval by the Company's Compensation Committee of the Board of Directors and previously approved by the Company's Board of Directors, in each case, subject to stockholder approval. The Amended Plan became effective as of the date of such stockholder approval.

Prior to adoption of the Amended Plan, the Company had been granting equity-based incentive awards under the Amended and Restated 2020 Hovnanian Enterprises, Inc. Stock Incentive Plan (the "Existing Plan"). The Amended Plan is substantially identical to the Existing Plan, except it increases the reserve of Class A common stock and Class B common stock for future grants by an aggregate of 550,000 shares.

The material features of the Amended Plan are described in the Company's Definitive Proxy Statement filed on February 11, 2022 in connection with the 2022 Annual Meeting, which description is filed herewith as Exhibit 99.1, and incorporated herein by reference. The above and the incorporated description of the Amended Plan are qualified in their entirety by reference to the Amended Plan, which is filed as Exhibit 10.1 to this report and incorporated herein by reference.

Item 5.07. Submission of Matters to a Vote of Security Holders.

The Company held its 2022 Annual Meeting on March 29, 2022. The matters voted upon at the 2022 Annual Meeting and the final results of the votes were as follows:

(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         9,412,820      21,219          1,796         1,297,228
R. Coutts            9,369,139      64,366          2,330         1,297,228
M. Hernandez-Kakol   9,410,655      23,264          1,916         1,297,228
E. Kangas            9,145,537      284,713         5,585         1,297,228
J. Marengi           9,235,113      195,102         5,620         1,297,228
V. Pagano Jr.        9,137,116      296,402         2,317         1,297,228
R. Sellers           9,256,381      177,522         1,932         1,297,228
J. Sorsby            9,369,685      64,031          2,119         1,297,228

(2) Ratification of the selection of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the fiscal year ending October 31, 2022. Abstentions had no effect on the outcome because such shares were not considered votes cast. There were no broker non-votes.



Votes For    Votes Against   Abstentions   Broker Non-Votes
10,720,233      12,138           692              -





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(3) Approval of the Second Amended and Restated 2020 Hovnanian Enterprises, Inc. Stock Incentive Plan. 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
8,814,942      615,158         5,735         1,297,228

(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
9,186,802      232,197        16,836         1,297,228

Item 9.01. Financial Statements and Exhibits.



(d) Exhibits

Exhibit No.                 Description


    10.1         Second Amended and Restated 2020
               Hovnanian Enterprises, Inc. Stock
               Incentive Plan.

    99.1         The section entitled "Proposal III
               - Approval of the Second Amended and
               Restated 2020 Hovnanian 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 on February 11,
               2022).

    104        Cover Page Interactive Data File
               (embedded within the Inline XBRL
               document)

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