Item 5.02 Departure of Directors or Certain Officers; Election of Directors;


          Appointment of Certain Officers; Compensatory Arrangement of Certain
          Officers

The New Home Company Inc. (the "Company") held its 2021 Annual Meeting of Stockholders (the "Annual Meeting") on May 18, 2021. At the Annual Meeting, the Company's stockholders approved the Second Amended and Restated 2016 Incentive Award Plan (the "Amended Plan"). The Amended Plan was adopted by the Company's Board of Directors (the "Board") on March 10, 2021, subject to approval by the Company's stockholders. The Amended Plan amends and restates the Company's Amended and Restated 2016 Incentive Award Plan (the "2016 Plan"). In particular, the Amended Plan makes the following material changes to the 2016 Plan:



   i.    Introduces a fungible share design pursuant to which each stock option or
         stock appreciation right granted under the Amended Plan after its
         effectiveness will be counted against the share pool as one share, and
         each other award granted under the Amended Plan after its effectiveness
         will be counted against the share pool as 1.2 shares.

   ii.   Increases the number of shares available by 1,900,000 shares to an
         aggregate of 4,000,000 shares;

   iii.  Increases the number of shares which may be granted as incentive stock
         options under the Amended Plan by 1,900,000 shares to 4,000,000 shares;

   iv.   Increases the number of shares that may be granted to any one person
         during any fiscal year of the Company by 150,000 shares to 750,000 shares
         and increases the maximum aggregate amount of cash that may be paid in
         cash to any one person during any fiscal year by $1,000,000 to $7,000,000;

   v.    Increases the limit on the total aggregate value of cash compensation and
         equity-based awards for any non-employee director for such director's
         service as a non-employee director during any fiscal year by $150,000 to
         $500,000;

   vi.   Extends the term of the Amended Plan through May 18, 2031;

   vii.  Provides that no stock options or stock appreciation rights shall have
         reload features under which the exercise of such stock option or stock
         appreciation right by a participant automatically entitles the participant
         to a new stock option or stock appreciation right;

   viii. Eliminates retirement as an exception to the one-year vesting requirement
         for awards under the Amended Plan; and

   ix.   Generally provides for vesting of performance-based awards at
         "target" upon a change in control, if not assumed or substituted by an
         acquiror.

The terms and conditions of the Amended Plan are described in the section entitled "Proposal 2 - Approval of the Second Amended and Restated 2016 Incentive Award Plan" in the Company's Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 5, 2021. The foregoing description of the Amended Plan does not purport to be complete and is qualified in its entirety by reference to the complete text of the Amended Plan, which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.

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

The Company held its Annual Meeting of Stockholders on May 18, 2021. At the Annual Meeting, there were present in person or by proxy 15,829,675 votes, representing approximately 87.4% of the total outstanding eligible votes. The matters submitted to stockholders for a stockholder vote and vote totals noted below are the final voting results from the Annual Meeting.

Proposal 1

The Company's stockholders elected the following three directors to the Board for a term of office expiring at the 2024 annual meeting of stockholders and until their successors are duly elected and qualified, with voting results as follows:



Name                    For     Withheld Broker Non-Votes

Gregory P. Lindstrom 10,389,290 606,853 4,833,532 Cathey Lowe 10,826,445 169,698 4,833,532 Douglas C. Neff 10,817,472 178,671 4,833,532

--------------------------------------------------------------------------------

Proposal 2

The Company's stockholders voted to approve the Second Amended and Restated 2016 Incentive Award Plan with voting results as follows:



   For     Against Abstain Broker Non-Votes
10,630,861 350,791 14,491     4,833,532



Proposal 3

The Company's stockholders voted to approve, on an advisory basis, the compensation of the Company's named executive officers (the "say-on-pay" advisory vote) with voting results as follows:



   For     Against Abstain Broker Non-Votes
10,703,452 277,591 15,100     4,833,532



Proposal 4

The Company's stockholders ratified the appointment of KPMG LLP as the Company's independent registered public accounting firm for fiscal year ending December 31, 2021, with voting results as follows:



   For     Against Abstain Broker Non-Votes
15,783,250 41,229   5,196         -

Item 9.01 Financial Statements and Exhibits.





(d) Exhibits



  10.1   The New Home Company Inc. Second Amended and Restated 2016 Incentive
       Award Plan.

  104  Cover Page Interactive Data File - the cover page XBRL tags are embedded
       within the Inline XBRL document.

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses