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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): June 5, 2024

 _______________________________________

 

LANDSEA HOMES CORPORATION

(Exact name of registrant as specified in its charter)

 _______________________________________

 

Delaware   001-38545   82-2196021
(State or other jurisdiction   of incorporation)   (Commission
File Number)
  (IRS Employer
Identification No.)

 

       
1717 E. McKinney Street, Suite 1000   Dallas, Texas       75202
(Address of principal executive offices)       (Zip Code)

 

Registrant’s telephone number, including area code: (949) 345-8080

 _______________________________________

 

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 $0.0001 per share   LSEA   The Nasdaq Capital Market
Warrants exercisable for Common Stock   LSEAW   The Nasdaq Capital Market

 

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 June 5, 2024, Landsea Homes Corporation (the “Company”) held its 2024 Annual Meeting of Stockholders (the “2024 Annual Meeting”). At the 2024 Annual Meeting, stockholders (i) approved the election of the seven nominees named in the proxy statement to serve as directors until the Company’s 2025 Annual Meeting of Stockholders and until their successors have been duly elected and qualified, (ii) approved, on a non-binding, advisory basis, the Company’s Named Executive Officer compensation as disclosed in the proxy statement, and (iii) ratified the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2024.

 

Set forth below are the votes cast for, against, or withheld, as well as the number of abstentions and broker non-votes, as to the items of business at the 2024 Annual Meeting:

 

(1) Election of seven directors to hold office until the 2025 Annual Meeting of Stockholders and until their successors have been duly elected and qualified:

 

Director Nominee   For   Withheld   Broker Non-Votes
Ming (Martin) Tian     24,912,058       5,694,495       3,394,597  
John Ho     29,852,935       753,618       3,394,597  
Qin (Joanna) Zhou     25,068,324       5,538,229       3,394,597  
Bruce Frank     23,379,286       7,227,267       3,394,597  
Thomas J. Hartfield     29,686,533       920,020       3,394,597  
Elias Farhat     23,820,383       6,786,170       3,394,597  
Mollie Fadule     23,665,363       6,941,190       3,394,597  

 

(2) Non-binding, advisory vote to approve Named Executive Officer compensation:

 

For

Against

Abstain

Broker Non-Votes

29,786,424 809,744 10,385 3,394,597

 

 (3) Advisory vote to ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2024:

 

For

Against

Abstain

33,833,564 166,219 1,367

 

 

 

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.

 

  LANDSEA HOMES CORPORATION
     
Date: June 6, 2024 By: /s/ C. Kelly Rentzel
    Name: C. Kelly Rentzel
    Title: General Counsel