UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
April 27, 2011
Date of Report
(Date of earliest event reported)
THE RYLAND GROUP, INC.
(Exact Name of Registrant as Specified in Charter)
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Maryland |
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001-08029 |
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52-0849948 |
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(State or Other Jurisdiction of |
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(Commission File Number) |
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(IRS Employer Identification |
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24025 Park Sorrento, Suite 400, Calabasas, California 91302 |
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(Address of Principal Executive Offices) |
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(ZIP Code) |
Registrant’s telephone number, including area code: (818) 223-7500
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Not Applicable |
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(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 communication 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))
Item 5.07 Submission of Matters to a Vote of Security Holders
On April 27, 2011, The Ryland Group, Inc. (the “Company”) held its 2011 Annual Meeting of Stockholders. Proxies representing 39,335,741 shares of common stock eligible to vote at the meeting, or 89 percent of the 44,205,340 outstanding shares, were voted. The final results for each of the matters submitted to a vote of security holders at the Annual Meeting are as follows:
Proposal 1: To elect nine Directors to serve until the next Annual Meeting of Stockholders or until their successors are elected and shall qualify:
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Nominee |
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For |
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Withheld |
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Broker Non-Vote |
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Leslie M. Frécon |
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35,346,941 |
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1,269,783 |
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2,719,017 |
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Roland A. Hernandez |
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36,265,903 |
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350,821 |
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2,719,017 |
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William L. Jews |
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28,289,130 |
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8,327,594 |
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2,719,017 |
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Ned Mansour |
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30,892,451 |
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5,724,273 |
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2,719,017 |
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Robert E. Mellor |
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30,024,722 |
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6,592,002 |
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2,719,017 |
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Norman J. Metcalfe |
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36,306,622 |
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310,102 |
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2,719,017 |
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Larry T. Nicholson |
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35,354,100 |
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1,262,624 |
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2,719,017 |
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Charlotte St. Martin |
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29,840,840 |
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6,775,884 |
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2,719,017 |
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Robert G. van Schoonenberg |
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36,360,115 |
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256,609 |
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2,719,017 |
Proposal 2: Advisory vote on the compensation program for the Company’s named executive officers:
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For |
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Against |
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Abstain |
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Broker Non-Vote |
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22,801,709 |
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13,795,268 |
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19,746 |
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2,719,018 |
Proposal 3: Advisory vote on the frequency of the advisory vote on the compensation program for the Company’s named executive officers:
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1 Year |
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2 Years |
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3 Years |
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Abstain |
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Broker Non-Vote |
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30,875,145 |
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53,064 |
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5,258,750 |
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429,463 |
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2,719,319 |
Proposal 4: Approval of The Ryland Group, Inc. 2011 Equity and Incentive Plan:
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For |
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Against |
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Abstain |
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Broker Non-Vote |
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24,815,635 |
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11,781,861 |
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19,227 |
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2,719,018 |
Proposal 5: Approval of The Ryland Group, Inc. 2011 Non-Employee Director Stock Plan:
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For |
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Against |
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Abstain |
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Broker Non-Vote |
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26,387,294 |
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10,192,192 |
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37,237 |
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2,719,018 |
Proposal 6: Proposal from Calvert Asset Management Company, Inc. and The Nathan Cummings Foundation (stockholders) requesting adoption of quantitative goals for reducing greenhouse gas emissions from the Company’s products and operations:
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For |
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Against |
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Abstain |
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Broker Non-Vote |
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5,175,983 |
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17,759,505 |
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13,681,215 |
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2,719,038 |
Proposal 7: Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2011:
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For |
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Against |
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Abstain |
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Broker Non-Vote |
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39,099,990 |
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224,302 |
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11,449 |
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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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THE RYLAND GROUP, INC. | |
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Date: April 28, 2011 |
By: |
/s/ Timothy J. Geckle |
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Timothy J. Geckle |
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Senior Vice President, General Counsel |
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and Secretary |