Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
April 12, 2023
Date of Report (Date of earliest event reported)
LENNAR CORPORATION
(Exact name of registrant as specified in its charter)
Delaware
1-11749
95-4337490
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification No.)
5505 Blue Lagoon Drive, Miami, Florida33126
(Address of principal executive offices) (Zip Code)
(305)559-4000
(Registrant’s telephone number, including area code)
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:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Class A Common Stock, par value $.10
LEN
New York Stock Exchange
Class B Common Stock, par value $.10
LEN.B
New York Stock Exchange
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 April 12, 2023, the Company held its 2023 Annual Meeting of Stockholders. The final results for each of the matters submitted to a vote of stockholders at the meeting were as follows:
1. The following individuals were elected as directors to serve until the 2024 Annual Meeting of Stockholders:
Votes For
Votes Against
Votes Abstaining
Broker Non-votes
Amy Banse
475,466,807
61,105,084
23,526,016
16,646,812
Rick Beckwitt
529,081,113
7,503,399
23,513,395
16,646,812
Theron I. ("Tig") Gilliam
500,925,509
35,669,670
23,502,728
16,646,812
Sherrill W. Hudson
453,479,196
83,107,359
23,511,352
16,646,812
Jonathan M. Jaffe
529,037,644
7,555,754
23,504,509
16,646,812
Sidney Lapidus
472,723,216
63,852,635
23,522,056
16,646,812
Teri P. McClure
461,674,458
74,912,982
23,510,467
16,646,812
Stuart Miller
474,729,539
61,851,123
23,517,245
16,646,812
Armando Olivera
510,684,475
25,910,865
23,502,567
16,646,812
Jeffrey Sonnenfeld
469,874,971
66,684,959
23,537,977
16,646,812
2. Stockholders approved, on an advisory basis, the compensation of our named executive officers described in the Proxy Statement dated March 1, 2023 relating to our 2023 Annual Meeting of Stockholders. The results of the vote were as follows:
Votes For
Votes Against
Votes Abstaining
Broker Non-votes
479,143,702
80,630,156
324,049
16,646,812
3. Stockholders favored, on an advisory basis, a frequency of every year for a stockholder vote on the compensation of our named executive officers. As a result, the Board of Directors has determined that we will hold say-on-pay votes every year until the next required advisory vote on the frequency of say-on-pay votes. The results of the vote were as follows:
One Year
Two Years
Three Years
Votes Abstaining
Broker Non-votes
553,515,693
152,981
6,297,367
131,866
16,646,812
4. Stockholders ratified the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for our fiscal year ending November 30, 2023. The results of the vote were as follows:
Votes For
Votes Against
Votes Abstaining
Broker Non-votes
549,670,871
26,837,319
236,529
—
5. Stockholders did not approve a stockholder proposal regarding our common stock voting structure. The results of the vote were as follows:
Votes For
Votes Against
Votes Abstaining
Broker Non-votes
251,812,616
307,816,014
469,277
16,646,812
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No.
Description of Document
104
Cover Page Interactive Data File--the cover page XBRL tags are embedded within the Inline XBRL document.
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.
Date: April 14, 2023
Lennar Corporation
By:
/s/ Diane Bessette
Name:
Diane Bessette
Title:
Vice President, Chief Financial Officer and Treasurer
