Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 21, 2021, C. David Cone, Executive Vice President and Chief Financial
Officer of Taylor Morrison Home Corporation (the "Company"), informed the
Company of his intention to retire from the Company. The Company has commenced a
search for Mr. Cone's successor. In order to provide for an orderly transition
of Mr. Cone's responsibilities and duties, the Company and Mr. Cone have entered
into a Transition and Retirement Agreement, dated as of June 21, 2021 (the
"Retirement Agreement"), which was approved by the Compensation Committee of the
Board of Directors of the Company and will supersede Mr. Cone's existing
employment agreement.
The Retirement Agreement provides that Mr. Cone will transition from the role of
Chief Financial Officer effective as of December 31, 2021, provided that the
Company may elect an earlier date (such date, the "Transition Date"). If the
Transition Date occurs prior to December 31, 2021, Mr. Cone will remain employed
with the Company as a Senior Advisor through December 31, 2021, provided that
the Company may elect to extend the date of such separation from service on a
month-to-month basis through March 31, 2022 (such separation date, the
"Retirement Date"). In return for Mr. Cone's services through the Retirement
Date, Mr. Cone will receive: (i) his current base salary and benefits through
the Retirement Date; (ii) 12 months of continued base salary following the
Retirement Date; (iii) his full 2021 annual cash incentive bonus and profit
sharing bonus, in each case, based on actual attainment of performance goals;
and (iv) a 12-month COBRA subsidy following the Retirement Date.
In addition, to the extent the Retirement Date occurs prior to the applicable
vesting date, Mr. Cone shall remain eligible to vest in any outstanding stock
option and service-based restricted stock unit awards scheduled to vest in
February 2022 pursuant to the terms of the Retirement Agreement. Following the
Retirement Date, to the extent not otherwise exercised, each outstanding and
vested stock option shall expire on September 30, 2022. With respect to
Mr. Cone's outstanding restricted stock unit awards subject to performance-based
vesting conditions ("PSU Awards"): (i) each PSU Award granted in 2019; (ii)
shares subject to the 2020 and 2021 tranches of each PSU Award granted in 2020;
and (iii) shares subject to the 2021 tranche of the PSU Award granted in 2021,
shall remain outstanding and eligible to be earned and vest, as applicable, in
accordance with the terms of the applicable award agreement as if Mr. Cone had
remained employed by the Company through the applicable performance period,
vesting date and performance certification. Consistent with the terms of the
award agreements governing Mr. Cone's outstanding equity awards, all other
unvested equity awards held by Mr. Cone as of the Retirement Date will be
forfeited for no consideration. The Retirement Agreement contains customary
confidentiality, cooperation, non-competition, non-solicitation and
non-disparagement provisions as well as a mutual release of claims between the
Company and Mr. Cone.
The foregoing summary of the Retirement Agreement is qualified in its entirety
by reference to the full text of the Retirement Agreement, which is attached
hereto as Exhibit 10.1.
Item 7.01. Regulation FD Disclosure.
On June 21, 2021, the Company issued a press release announcing Mr. Cone's
retirement. A copy of the Company's press release is attached as Exhibit 99.1 to
this report. The Company does not intend for this Item 7.01 or Exhibit 99.1 to
be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of
1934, as amended or otherwise subject to the liabilities of that section, nor
shall they be deemed to be incorporated by reference into filings under the
Securities Act of 1933, as amended, except as shall be expressly set forth by
specific reference in such a filing.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit
No. Description
10.1 Retirement Agreement, dated as of 21, 2021, between Taylor Morrison
Home Corporation, Taylor Morrison, Inc. and C. David Cone.
99.1 Press Release dated June 21, 2021.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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Signature
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.
Taylor Morrison Home Corporation
By: /s/ Darrell C. Sherman
Name: Darrell C. Sherman
Title: Executive Vice President, Chief Legal Officer and Secretary
Date: June 21, 2021
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