Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers.
Executive Officer ChangesAs NVR, Inc. ("NVR") reported in its Form 8-K filed onMarch 24, 2022 with theSecurities and Exchange Commission ("SEC"), the following executive officer changes occurred effectiveMay 4, 2022 :Paul C. Saville was elected to the Board of Directors of NVR (the "Board") at NVR's Annual Meeting of Shareholders, and was appointed by the Board to serve as the Executive Chairman of the Board; and the Board appointedEugene J. Bredow , who previously served as President ofNVR Mortgage Finance, Inc. ("NVR Mortgage"), to succeedMr. Saville as NVR's President and Chief Executive Officer. In connection withMr. Saville's appointment as the Executive Chairman of the Board, NVR entered into an amendment to the employment agreement withMr. Saville . All material terms and conditions remain unchanged fromMr. Saville's existing employment agreement, copies of which are attached as Exhibits 10.1 and 10.7 to NVR's Form 10-K filed onFebruary 16, 2022 with theSEC and incorporated herein by reference.Mr. Bredow , age 52, has been employed by NVR since 2004. He served most recently as President of NVR Mortgage, a position he had held sinceApril 1, 2019 .Mr. Bredow served as Senior Vice President and Chief Administrative Officer of NVR fromMarch 1, 2018 throughMarch 31, 2019 , served as Vice President and Controller fromJune 1, 2012 , and served as Chief Accounting Officer fromFebruary 2016 untilMarch 1, 2018 . As approved onMay 4, 2022 by the Compensation Committee of the Board (the "Compensation Committee"),Mr. Bredow in his new role as President and Chief Executive Officer will earn a base salary of$800,000 and will continue to participate in the 2022 Executive Officer Annual Incentive Compensation Plan as described in Exhibit 10.49 of NVR's Annual Report on Form 10-K filedFebruary 16, 2022 with theSEC .Mr. Bredow's maximum potential payout under the Annual Incentive Compensation Plan is equal to 100% of his base salary. The amendment also included changes toMr. Bredow's stock holding requirement and termination provisions. All other material terms and conditions remain unchanged fromMr. Bredow's existing employment agreement, copies of which are filed as Exhibits 10.3, 10.4 and 10.5 to NVR's Form 10-K filed onFebruary 16, 2022 with theSEC and incorporated herein by reference. Additionally, NVR entered into an amendment to the employment agreement withDaniel D. Malzahn , Senior Vice President, Chief Financial Officer and Treasurer, onMay 4, 2022 to correct a drafting error in a section reference. All material terms and conditions remain unchanged fromMr. Malzahn's existing employment agreement, a copy of which was filed as Exhibit 10.2 to NVR's Form 10-Q filed with theSEC onNovember 6, 2015 and incorporated herein by reference. The foregoing descriptions of the amendments to the employment agreements of Messrs. Saville, Bredow and Malzahn do not purport to be complete and are subject to, and qualified in their entirety by, the full text of the amended employment agreements, copies of which are attached hereto as Exhibits 10.1, 10.2 and 10.3, respectively, and are incorporated in this Item 5.02 by reference.
Option Grants
On
--------------------------------------------------------------------------------
Name and Principal Position Options GrantedPaul C. Saville , Executive Chairman of the Board
27,500
Eugene J. Bredow , President and Chief Executive Officer
12,700
9,050
Matthew B. Kelpy , Vice President, Chief Accounting Officer and Controller 2,000 Each executive officer's awards consisted of two awards, each covering half of the number of Options listed above. One of the Options is a time-based option which will vest in 25% increments on each ofDecember 31, 2024 , 2025, 2026 and 2027, provided the executive officer remains employed by NVR on the relevant vesting date. The other award is performance-based and will vest on the same terms as the time-based options, subject to an additional requirement that vesting will occur based on NVR's return on capital performance during the three year period from 2022 through 2024.
The exercise price of each of the options is
All of the Options were granted under theNVR, Inc. 2014 Equity Incentive Plan, a copy of which was filed as Exhibit 10.1 toNVR, Inc.'s Registration Statement on Form S-8 filed with theSEC onMay 7, 2014 . Additional terms of the time-based options granted to our executive officers are set forth in the form of Non-Qualified Stock Option Agreement, filed herewith as Exhibit 10.4. Additional terms of the performance-based options granted to our executive officers are set forth in the form of Non-Qualified Stock Option Agreement, filed herewith as Exhibit 10.5.
Item 5.07 Submission of Matters to a Vote of Security Holders.
OnMay 4, 2022 ,NVR, Inc. held its Annual Meeting of Shareholders. There were 3,360,105 shares of NVR's common stock eligible to vote at the Annual Meeting. The following are the matters voted upon at the Annual Meeting and the final results of the votes on such matters:
1. Election of all directors for one-year terms:
Votes For Votes Against Abstentions Broker Non-votes Paul C. Saville 2,892,279 44,538 774 269,804 C.E. Andrews 2,845,145 91,232 1,214 269,804 Sallie B. Bailey 2,921,727 14,899 965 269,804 Thomas D. Eckert 2,772,169 164,452 970 269,804 Alfred E. Festa 2,827,511 107,297 2,783 269,804 Alexandra A. Jung 2,909,324 27,053 1,214 269,804 Mel Martinez 2,910,258 26,340 993 269,804 David A. Preiser 2,380,010 556,605 976 269,804 W. Grady Rosier 2,867,063 69,533 995 269,804 Susan Williamson Ross 2,904,996 31,623 972 269,804
2. Ratification of the appointment of
--------------------------------------------------------------------------------
Votes For Votes Against Abstentions 2,999,330 207,273 792 3. Approval, in a non-binding advisory vote, of the compensation of NVR's named executive officers: Votes For Votes Against Abstentions Broker Non-votes 2,816,481 100,870 20,240 269,804
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit Number Exhibit Description 10.1 Amendment No. 1 to the
Employment Agreement between
C. Saville datedMay 4, 2022 . Filed herewith. 10.2 Amendment No. 3 to the
Employment Agreement between
J. Bredow datedMay 4, 2022 . Filed herewith. 10.3 Amendment No. 1 to the
Employment Agreement between
D. Malzahn datedMay 4, 2022 . Filed herewith. 10.4 The Form of Non-Qualified Stock
Option Agreement (Management time-based
grants) under theNVR, Inc. 2014 Equity Incentive Plan. Filed herewith. 10.5 The Form of Non-Qualified Stock
Option Agreement (Management
performance-based grants) under
the
Filed herewith. 104 Cover Page Interactive Data File
(embedded within the Inline XBRL
document).
--------------------------------------------------------------------------------
© Edgar Online, source