Date of Report (Date of earliest event reported): January 18, 2023
______________________________
D.R. Horton, Inc.
(Exact name of registrant as specified in its charter)
Delaware
1-14122
75-2386963
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification No.)
1341 Horton Circle, Arlington, Texas76011
(Address of principal executive offices)
(817) 390-8200
(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 (see General Instruction A.2. below):
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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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))
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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
Name of Each Exchange on Which Registered
Common Stock, par value $.01 per share
DHI
New York Stock Exchange
5.750% Senior Notes due 2023
DHI 23A
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 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).
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 January 18, 2023, D.R. Horton, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, stockholders considered: (1) the election of six director nominees named in the Company’s proxy statement, (2) an advisory vote on the approval of executive compensation, and (3) the ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal 2023. There were 344,547,943 shares of Common Stock eligible to be voted at this meeting and there were 316,990,225 shares of Common Stock represented in person or by proxy. The Annual Meeting voting results of the three listed matters were as follows:
(1). Proposal One: Election of Directors. Stockholders elected each of the following nominees as a director to hold office until the 2024 Annual Meeting and until his or her successor is duly elected and qualified based on the following votes.
Nominee
For
Against
Abstain
Broker Non-Votes
Donald R. Horton
295,635,230
7,064,567
88,645
14,201,783
Barbara K. Allen
292,284,026
10,197,342
307,074
14,201,783
Brad S. Anderson
284,799,989
17,891,700
96,753
14,201,783
Michael R. Buchanan
285,794,752
16,894,302
99,388
14,201,783
Benjamin S. Carson, Sr.
286,071,284
16,625,445
91,713
14,201,783
Maribess L. Miller
289,372,429
13,188,494
227,519
14,201,783
(2).Proposal Two: Advisory Vote on the Approval of Executive Compensation. Stockholders approved the Company’s executive compensation based on the following votes.
For
Against
Abstain
Broker Non-Votes
258,252,433
44,351,792
184,217
14,201,783
(3).Proposal Three: Ratify the Appointment of Ernst & Young LLP as the Company’s Independent Registered Public Accounting Firm. Stockholders approved the ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending September 30, 2023 based on the following votes.
For
Against
Abstain
316,623,846
268,118
98,261
2
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.
