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
Date of report (Date of earliest event reported) May 18, 2011
STANDARD PACIFIC CORP.
(Exact Name of Registrant as Specified in Charter)
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Delaware
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1-10959
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33-0475989
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(State or Other Jurisdiction
of Incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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26 Technology Drive
Irvine, California
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92618
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant's telephone number, including area code: (949) 789-1600
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:
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¨
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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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))
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ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On May 18, 2011, the Company held its Annual Meeting of Stockholders at 10:30 a.m. local time at the Company’s headquarters located at 26 Technology Drive, Irvine, CA 92618. The following matters were voted upon at the meeting:
Proposal No. 1
The Company’s stockholders elected eight individuals to the Board of Directors, each receiving over 96% of the votes cast as set forth below:
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Name
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Votes For
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Votes Withheld
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Broker Non-Votes
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Kenneth L. Campbell
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145,908,630 | 5,366,708 | 43,565,141 | |||
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Bruce A. Choate
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147,115,529 | 4,159,809 | 43,565,141 | |||
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James L. Doti
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146,004,869 | 5,270,469 | 43,565,141 | |||
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Ronald R. Foell
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146,165,097 | 5,110,241 | 43,565,141 | |||
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Douglas C. Jacobs
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146,312,448 | 4,962,890 | 43,565,141 | |||
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David J. Matlin
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145,392,287 | 5,883,051 | 43,565,141 | |||
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F. Patt Schiewitz
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146,943,373 | 4,331,965 | 43,565,141 | |||
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Peter Schoels
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145,389,460 | 5,885,878 | 43,565,141 |
Proposal No. 2
The Company’s stockholders approved the Company’s Amended and Restated 2008 Equity Incentive Plan with over 88% of votes being cast for approval.
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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| 133,529,482 | 17,139,941 | 605,915 | 43,565,141 |
Proposal No. 3
The Company’s stockholders overwhelmingly approved the compensation of our named executive officers with over 99% of votes being cast for approval.
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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| 150,062,943 | 889,464 | 322,931 | 43,565,141 |
Proposal No. 4
The Company’s stockholders recommended a three year frequency for future non-binding votes to approve the compensation of our named executive officers with nearly 85% of votes being cast in favor of the Board's recommendation of a three year frequency.
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3 Years
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2 Years
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1 Year
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Abstentions
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Broker Non-Votes
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| 128,103,154 | 365,972 | 22,674,547 | 131,665 | 43,565,141 |
Proposal No. 5
The Company’s stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered accounting firm for the 2011 fiscal year with over 99% of votes being cast to ratify appointment.
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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| 193,166,266 | 1,351,454 | 322,759 | — |
Proposal No. 6
The Company’s stockholders overwhelmingly rejected a stockholder proposal concerning the adoption of quantitative greenhouse gas emissions goals, with only 4.8% of votes being cast in favor of the proposal.
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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| 7,291,261 | 135,589,860 | 8,424,217 | 43,565,141 |
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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STANDARD PACIFIC CORP.
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Dated: May 18, 2011
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By:
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/s/ JOHN M. STEPHENS
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Name: John M. Stephens
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Title: Senior Vice President &
Chief Financial Officer
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