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):  November 9, 2022

 
CENTURY COMMUNITIES, INC.
(Exact name of registrant as specified in its charter)

 
Delaware
001-36491
68-0521411
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification No.)

8390 East Crescent Parkway, Suite 650
Greenwood Village, Colorado
80111
(Address of principal executive offices)
(Zip Code)

(303) 770-8300
(Registrant’s telephone number, including area code)
 
Not Applicable
(Former name or 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)
☐
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
Common stock, par value $0.01 per share
CCS
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 5.03
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
 
On November 9, 2022, the Board of Directors (the “Board”) of Century Communities, Inc. (the “Company”) approved and adopted Amended and Restated Bylaws (the “Amended and Restated Bylaws”) incorporating certain amendments, including amendments in response to the new universal proxy rules promulgated by the Securities and Exchange Commission (the “SEC”) and recent amendments to the Delaware General Corporation Law (the “DGCL”). The Amended and Restated Bylaws became effective immediately upon their approval and adoption by the Board.
 
The amendments reflected in the Amended and Restated Bylaws, include, among other changes:
 

 ●
Enhancing the procedural mechanics and disclosure requirements relating to business proposals submitted and director nominations made by stockholders for consideration at annual meetings of the stockholders of the Company, including referring specifically to the new SEC universal proxy rule and requiring additional information regarding director nominees;
 

 ●
Clarifying the existing forum selection bylaw to provide that the federal district courts of the United States shall be the exclusive forum for the resolution of claims under the Securities Act of 1933, as amended, and other changes to increase its enforceability;
 

 ●
Providing greater flexibility for adjourning and reconvening a meeting of the Company’s stockholders;
 

 ●
Adding detail regarding how notice must be given to stockholders, particularly with respect to electronic transmissions;
 

 ●
Eliminating the former requirement that the Company make available its stockholder list during a meeting of the Company’s stockholders;
 

 ●
Expanding the responsibilities of the person presiding over any meeting of the Company’s stockholders;
 

 ●
Adding emergency bylaw provisions in case of an emergency, disaster or catastrophe to give the Company greater flexibility in navigating these challenges as now permitted by the DGCL; and
 

 ●
Incorporating other non-substantive changes, such as eliminating outdated references and including gender neutral language.
 
The foregoing summary of the Amended and Restated Bylaws is qualified in its entirety by reference to the complete text of the Amended and Restated Bylaws, as approved, adopted, and effective on November 9, 2022, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated by reference herein.
 
Item 9.01.
Financial Statements and Exhibits.
 
  (d)
Exhibits.
 
Exhibit No.
Description

Amended and Restated Bylaws of Century Communities, Inc., effective November 9, 2022
104
The cover page from this Current Report on Form 8-K, formatted in Inline XBRL

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:  November 10, 2022
CENTURY COMMUNITIES, INC.




By:
/s/ David L. Messenger

Name: David L. Messenger

Title:   Chief Financial Officer and Secretary