Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
July 31, 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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On August 3, 2023, Lennar Corporation (the “Company”) announced that the Board of Directors (the “Board”) of the Company, upon the recommendation of the Board’s Nominating and Corporate Governance Committee, had elected Serena Wolfe to serve as a director, effective September 2, 2023, for a term of office expiring at the Company’s 2024 Annual Meeting of Stockholders (the “2024 Annual Meeting”), at which time her continued Board service will be subject to stockholder approval. Ms. Wolfe has not been assigned to any committees of the Board.
Ms. Wolfe has served as Chief Financial Officer of Annaly Capital Management, a leading diversified capital manager with investment strategies across mortgage finance, since December 2019. Prior to joining Annaly in 2019, Ms. Wolfe had served as a Partner at Ernst & Young (“E&Y”) since 2011. Ms. Wolfe held a variety of roles across industries since beginning her career at E&Y in 1998, including most recently as E&Y’s Central Region Real Estate Hospitality & Construction leader from 2017 to November 2019. Ms. Wolfe has nearly 25 years of experience in accounting, of which 18 years were focused solely on the real estate and financial services sectors.
The Board has determined that Ms. Wolfe qualifies as independent under the independence standards set forth in the corporate governance listing standards of the New York Stock Exchange. There are no arrangements or understandings between Ms. Wolfe and any other persons with respect to her election as a director. Neither Ms. Wolfe nor any immediate family member of Ms. Wolfe has been a participant in any transaction or currently proposed transaction with the Company that is reportable under Item 404(a) of Regulation S-K.
Consistent with the Company’s other non-management directors, Ms. Wolfe will participate in the Company’s outside director compensation program, which provides that directors receive an annual equity grant of the Company’s Class A common stock (“Class A Common Stock”), an outside director retainer of $140,000 paid in $35,000 quarterly increments, half in shares of Class A Common Stock and half in cash, and committee fees, as applicable. Ms. Wolfe will receive the prorated portions of the annual equity grant of Class A Common Stock and the outside director retainer based on her period of service until the 2024 Annual Meeting.
A copy of the press release announcing the election of Ms. Wolfe as a director of the Company is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
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: August 3, 2023
Lennar Corporation
By:
/s/ Diane Bessette
Name:
Diane Bessette
Title:
Vice President, Chief Financial Officer and Treasurer
