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


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

On March 30, 2021, Hovnanian Enterprises, Inc. (the "Company") held its 2021 Annual Meeting of Stockholders (the "2021 Annual Meeting") at which the Company's stockholders approved the 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 2020 Hovnanian Enterprises, Inc. Stock Incentive Plan (the "Existing Plan"). The Amended Plan is substantially identical to the Existing Plan, except it (i) increases the reserve of Class A common stock and Class B common stock for future grants by an aggregate of 300,000 shares and (ii) removes a provision that provided for the limited ability of the Company's chief executive officer to accelerate the exercisability of stock options under certain circumstances.

The material features of the Amended Plan are described in the Company's Definitive Proxy Statement filed on February 12, 2021 and Definitive Additional Materials filed on March 4, 2021 in connection with the 2021 Annual Meeting, which descriptions are filed herewith as Exhibit 99.1 and Exhibit 99.2, respectively, and incorporated herein by reference. The above and the incorporated descriptions of the Amended Plan are qualified in their entirety by reference to the Amended Plan, which is incorporated by reference 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 its 2021 Annual Meeting on March 30, 2021. The matters voted upon at the 2021 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    7,496,582      41,696         31,510         1,687,617
R. Coutts       7,486,839      50,817         32,131         1,687,618
E. Kangas       7,434,946      102,818        32,024         1,687,617
J. Marengi      7,403,638      133,771        32,379         1,687,617
V. Pagano Jr.   7,366,077      164,013        39,698         1,687,617
R. Sellers      7,434,344      95,856         39,588         1,687,617
J. Sorsby       7,475,262      62,407         32,119         1,687,617

(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, 2021. 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
9,232,391      20,604          4,410             -





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(3) Approval of the Amended and Restated 2020 Hovnanian Enterprises, Inc. Stock Incentive Plan. Under the rules of the New York Stock Exchange, abstentions were considered votes cast and, therefore, had the same effect as a vote against the proposal. 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
7,389,692      168,486        11,610         1,687,617

(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
6,498,680     1,055,985       15,122         1,687,618

(5) Approval of an amendment to the Company's stockholder rights 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 7,478,136 72,003 19,649 1,687,617

Item 9.01. Financial Statements and Exhibits.



(d) Exhibits

Exhibit No.                 Description

    4.1          Rights Agreement, dated as of
               August 14, 2008, between Hovnanian
               Enterprises, Inc. and Computershare
               Trust Company, N.A. (as successor to
               National City Bank), as Rights Agent,
               which includes the Form of
               Certificate of Designation as Exhibit
               A, Form of Rights Certificate as
               Exhibit B and the Summary of Rights
               as Exhibit C (incorporated herein by
               reference to Exhibit 4.1 to the
               Company's Registration Statement on
               Form 8-A, filed on August 14,
               2008).

    4.2          Amendment No. 1 to Rights
               Agreement, dated as of January 11,
               2018, between Hovnanian Enterprises,
               Inc. and Computershare Trust Company,
               N.A. (as successor to National City
               Bank), as Rights Agent, which
               includes the amended and restated
               Form of Rights Certificate as Exhibit
               1 and the amended and restated
               Summary of Rights as Exhibit 2
               (incorporated herein by reference to
               Exhibit 4.1 to the Company's Current
               Report on Form 8-K, filed on January
               11, 2018).

    4.3          Amendment No. 2 to Rights
               Agreement, dated as of January 18,
               2021, between the Company and
               Computershare Trust Company, N.A. (as
               successor to National City Bank), as
               Rights Agent, which includes the
               amended and restated Form of Rights
               Certificate as Exhibit 1 and the
               amended and restated Summary of
               Rights as Exhibit 2. (incorporated by
               reference to Exhibits to Current
               Report on Form 8-K of the Registrant
               filed January 19, 2021).

    10.1         Amended and Restated 2020 Hovnanian
               Enterprises, Inc. Stock Incentive
               Plan (incorporated by reference to
               Exhibit 10.1 to the Company's
               Registration Statement on Form S-8
               filed on March 30, 2021).

    99.1         The section entitled "Proposal 3
               - Approval of the 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 12,
               2021).

    99.2         The description of the amendment to
               the Amended Plan (incorporated by
               reference to the Company's Additional
               Definitive Proxy Soliciting Materials
               filed on March 4, 2021).

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

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