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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 reported event): June 28, 2021
BEAZER HOMES USA, INC.
(Exact name of registrant as specified in its charter)
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| Delaware | | 001-12822 | | 54-2086934 |
(State or other jurisdiction
of incorporation) | | (Commission
File Number) | | (IRS Employer
Identification No.) |
1000 Abernathy Road, Suite 260
Atlanta, Georgia 30328
(Address of Principal Executive Offices)
(770) 829-3700
(Registrant’s telephone number, including area code)
None
(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:
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| ☐ | 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) |
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| ☐ | 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:
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| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock, $0.001 par value | BZH | 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. ¨
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On June 28, 2021, Beazer Homes USA, Inc. (the “Company”) (NYSE: BZH) announced the appointment of Lloyd E. Johnson as an independent director to the Board of Directors of the Company effective immediately. As noted in the press release, Mr. Johnson also has been appointed to the Board’s Audit Committee and Compensation Committee.
For his service as a member of the Board, Mr. Johnson will receive the same compensation as other non-employee directors of the Company under the Company's current non-employee director compensation program described in the Company’s proxy statement filed with the U.S. Securities and Exchange Commission on December 18, 2020. Mr. Johnson’s initial restricted stock grant and annual and committee service cash retainers will be prorated from the date he began serving on the Board, and the prorated restricted stock grant is scheduled to vest June 25, 2022.
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| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
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| 99.1 | |
| 104 | Cover Page Interactive Data File (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.
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| | | | | | BEAZER HOMES USA, Inc. |
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Date: | June 28, 2021 | | | | | By: | /s/ David I. Goldberg |
| | | | | | | David I. Goldberg
Senior Vice President and Chief Financial Officer |