0001445305-14-002346.txt : 20140528 0001445305-14-002346.hdr.sgml : 20140528 20140528171948 ACCESSION NUMBER: 0001445305-14-002346 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20140527 ITEM INFORMATION: Submission of Matters to a Vote of Security Holders FILED AS OF DATE: 20140528 DATE AS OF CHANGE: 20140528 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WILLIAM LYON HOMES CENTRAL INDEX KEY: 0001095996 STANDARD INDUSTRIAL CLASSIFICATION: OPERATIVE BUILDERS [1531] IRS NUMBER: 330864902 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-31625 FILM NUMBER: 14873601 BUSINESS ADDRESS: STREET 1: 4695 MACARTHUR COURT STREET 2: 8TH FLOOR CITY: NEWPORT BEACH STATE: CA ZIP: 92660 BUSINESS PHONE: 9498333600 MAIL ADDRESS: STREET 1: 4695 MACARTHUR COURT STREET 2: 8TH FLOOR CITY: NEWPORT BEACH STATE: CA ZIP: 92660 FORMER COMPANY: FORMER CONFORMED NAME: PRESLEY COMPANIES/NEW DATE OF NAME CHANGE: 19991115 FORMER COMPANY: FORMER CONFORMED NAME: PRESLEY MERGER SUB INC DATE OF NAME CHANGE: 19990929 8-K 1 form8-k.htm 8-K Form8-K


 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
 
FORM 8-K
 
 
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): May 27, 2014
 
 
WILLIAM LYON HOMES
(Exact name of registrant as specified in its charter)
 
 
 
 
 
 
 
 
Delaware
 
001-31625
 
33-0864902
(State or other jurisdiction
of incorporation or organization)
 
(Commission
file number)
 
(I.R.S. Employer
Identification No.)
4695 MacArthur Court, 8th Floor
Newport Beach, California 92660
(Address of principal executive offices) (Zip Code)
(949) 833-3600
(Registrant’s telephone number, including area code)
Not Applicable
(Former name and former address if changed since last report)
 
 
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)
 
¨
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))
 
 
 







Item 5.07.
Submission of Matters to a Vote of Security Holders.
(a) William Lyon Homes (the “Company”) held its 2014 Annual Meeting of Stockholders on May 27, 2014 (the “Annual Meeting”). As of the close of business on April 4, 2014, the record date for eligibility to vote at the Annual Meeting, there were 28,012,415 shares of Class A Common Stock, $0.01 par value per share, and 3,813,884 shares of Class B Common Stock, $0.01 par value per share, outstanding and entitled to vote at the Annual Meeting. Each share of Class A Common Stock was entitled to one (1) vote per share, and each share of Class B Common Stock was entitled to five (5) votes per share. Accordingly, as of the record date, the total voting power of all of the shares of the Company’s common stock entitled to vote at the Annual Meeting was 47,081,835 votes. There were present in person or represented by proxy at the Annual Meeting stockholders holding an aggregate of 28,481,324 shares of common stock representing 89.48% of the outstanding shares of common stock of the Company, which shares held 43,736,860 votes, representing 92.89% of the total voting power of common stock of the Company, in each case which were entitled to vote at the Annual Meeting as determined on the record date.
(b) At the Annual Meeting, the stockholders of the Company:
(1) Elected all eight (8) of the Company’s nominees for director, with voting results as follows:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Name
 
Votes Cast For
 
 
Votes Withheld
 
 
Broker Non-Votes
 
Douglas K. Ammerman
 
 
39,499,731
 
 
 
288,548
 
 
 
3,948,581
 
Michael Barr
 
 
39,155,981
 
 
 
632,298
 
 
 
3,948,581
 
Gary H. Hunt
 
 
39,502,816
 
 
 
285,463
 
 
 
3,948,581
 
General William Lyon
 
 
39,278,550
 
 
 
509,729
 
 
 
3,948,581
 
William H. Lyon
 
 
39,455,891
 
 
 
332,388
 
 
 
3,948,581
 
Matthew R. Niemann
 
 
39,230,627
 
 
 
557,652
 
 
 
3,948,581
 
Nathaniel Redleaf
 
 
39,503,255
 
 
 
285,024
 
 
 
3,948,581
 
Lynn Carlson Schell
 
 
39,505,843
 
 
 
282,436
 
 
 
3,948,581
 
Based on the foregoing votes, each of the eight nominees named in the table above was elected and will serve as a director until the 2015 annual meeting of stockholders and until such director’s successor is duly elected and qualified or, if earlier, such director’s death, resignation or removal.
(2) Ratified the selection of KPMG LLP as the Company’s independent registered public accountants for the fiscal year ending December 31, 2014, with voting results as follows:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Votes Cast For
 
 
Votes Cast Against
 
 
Abstentions
 
 
Broker Non-Votes
 

43,591,113
 
 
143,144
 
 
2,603
 
 
--
 

(3) Approved, on an advisory basis, the compensation of the Company’s named executive officers, with voting results as follows:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Votes Cast For
 
 
Votes Cast Against
 
 
Abstentions
 
 
Broker Non-Votes
 

39,485,782
 
 
271,726
 
 
30,771
 
 
3,948,581
 

(4) Approved, on an advisory basis, every 1 Year as the frequency of an advisory vote on the compensation of the Company’s named executive officers, with voting results as follows:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
1 Year
 
 
2 Years
 
 
3 Years
 
 
Abstentions
 
 
Broker Non-Votes
 
37,592,039
 
 
62,484
 
 
1,950,247
 
 
183,509
 
 
--
 

(c) Not applicable.
(d) As described above, at the Annual Meeting stockholders were provided the opportunity to cast non-binding advisory votes on the compensation of the Company’s named executive officers (the “Say on Pay Vote”) and the frequency with which stockholders should be provided the opportunity to vote on future Say on Pay Votes (the “Frequency Vote”). Following the recommendation of the Company’s Board of Directors, over 99% of votes cast by stockholders at the Annual Meeting were voted to approve the Say on Pay Vote and over 94% of votes cast were voted in favor of the 1 Year frequency for the Frequency Vote. Consistent with these results, it is the Company’s decision to include an advisory vote on the compensation of the Company’s named executive officers annually until the next required vote on the frequency of such an advisory vote.







SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: May 28, 2014
 
 
 
 
WILLIAM LYON HOMES
 
 
By:
 
/s/ Jason R. Liljestrom
Name:
 
Jason R. Liljestrom
 
 
Its:
 
Vice President, General Counsel and
Corporate Secretary