UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM
_______________________________________
CURRENT REPORT
Pursuant
to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported):
_______________________________________
(Exact name of registrant as specified in its charter)
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| (State
or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS
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| (Address of principal executive offices) | (Zip Code) |
Registrant’s
telephone number, including area code:
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol(s) | Name of Each Exchange on Which Registered | ||
| The Capital Market | ||||
| The
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| Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter) | |
| Emerging growth company | |
| If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. | ☐ |
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On June 14, 2023, Landsea Homes Corporation (the “Company”) held its 2023 Annual Meeting of Stockholders (the “2023 Annual Meeting”). At the 2023 Annual Meeting, stockholders (i) approved the election of the seven nominees named in the proxy statement to serve as directors until the Company’s next annual meeting of stockholders and until their successors have been duly elected and qualified, (ii) approved, on a non-binding, advisory basis, the Company’s Named Executive Officer compensation as disclosed in the proxy statement, (iii) voted, on a non-binding, advisory basis, to conduct future non-binding votes on Named Executive Officer compensation every year, and (iv) ratified the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2023.
Effective as of the 2023 Annual Meeting, the Board of Directors of the Company (the “Board”) reduced the size of the Board to seven members.
Set forth below are the votes cast for, against, or withheld, as well as the number of abstentions and broker non-votes, as to the items of business at the 2023 Annual Meeting:
(1) Election of seven directors to hold office until the 2024 Annual Meeting of Stockholders and until their successors have been duly elected and qualified:
| Director Nominee | For | Withheld | Broker Non-Votes | |||||||||
| Ming (Martin) Tian | 25,617,515 | 2,258,239 | 4,081,440 | |||||||||
| John Ho | 25,766,642 | 2,109,112 | 4,081,440 | |||||||||
| Qin (Joanna) Zhou | 25,617,450 | 2,258,304 | 4,081,440 | |||||||||
| Bruce Frank | 25,298,202 | 2,577,552 | 4,081,440 | |||||||||
| Thomas J. Hartfield | 26,842,708 | 1,033,046 | 4,081,440 | |||||||||
| Elias Farhat | 25,455,832 | 2,419,922 | 4,081,440 | |||||||||
| Mollie Fadule | 25,459,249 | 2,416,505 | 4,081,440 | |||||||||
(2) Non-binding, advisory vote to approve Named Executive Officer compensation:
| For | Against | Abstain | Broker Non-Votes | |||||||||||
| 27,245,361 | 621,247 | 9,146 | 4,081,440 | |||||||||||
(3) Non-binding, advisory vote on the frequency of future non-binding, advisory votes to approve Named Executive Officer compensation:
| 1 Year | 2 Years | 3 Years | Abstain | Broker Non-Votes | ||||||||||||||
| 27,786,430 | 3,717 | 85,099 | 508 | 4,081,440 | ||||||||||||||
In accordance with the Board’s recommendation and the voting results on this proposal, the Company will hold an annual advisory vote to approve Named Executive Officer compensation.
(4) Advisory vote to ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2023:
| For | Against | Abstain | Broker Non-Votes | |||||||||||
| 31,952,888 | 3,727 | 579 | 0 | |||||||||||
SIGNATURES
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.
| LANDSEA HOMES CORPORATION | ||
| Date: June 15, 2023 | By: | /s/ Franco Tenerelli |
| Name: Franco Tenerelli | ||
| Title: Executive Vice President, Chief Legal Officer and Secretary | ||