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 30, 2014 (May 28, 2014)
TAYLOR MORRISON HOME CORPORATION
(Exact name of registrant as specified in its charter)
| Delaware | 001-35873 | 90-09074333 | ||
| (State of other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
4900 N. Scottsdale Road, Suite 2000, Scottsdale, Arizona 85251
(Address of Principal Executive Offices)
Registrant’s telephone number, including area code: (480) 840-8100
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 (see General Instruction A.2 below):
| ¨ | 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.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.
The 2014 Annual Meeting of Stockholders of Taylor Morrison Home Corporation (the “Company”) was held on May 28, 2014. At the meeting, the Stockholders elected four Class I directors, Sheryl D. Palmer, Timothy R. Eller, Jason Keller and Peter Lane, each to hold office until the Company’s 2017 Annual Meeting of Stockholders or until his or her successor is elected and qualified. The Stockholders also approved advisory votes on the compensation of named executive officers (“say-on-pay”) and the frequency of “say-on-pay” votes, and ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2014.
The voting results of the director elections and other proposals, which were described in more detail in the definitive proxy statement relating to the 2014 Annual Meeting of Stockholders that the Company filed with the Securities and Exchange Commission on April 14, 2014, are set forth below.
Proposal No. 1 – Election of Directors
| Director Nominee |
Votes For | Votes Withheld | Broker Non-Votes | |||||||||
| Sheryl D. Palmer |
112,952,971 | 6,385,115 | 1,042,799 | |||||||||
| Timothy R. Eller |
118,134,300 | 1,203,786 | 1,042,799 | |||||||||
| Jason Keller |
110,652,072 | 8,686,014 | 1,042,799 | |||||||||
| Peter Lane |
116,553,542 | 2,784,544 | 1,042,799 | |||||||||
Proposal No. 2 – Advisory Vote on Compensation of Named Executive Officers (“Say-on-Pay”)
| Description of Proposal |
Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||||||
| To approve, on an advisory basis, the compensation of the Company’s named executive officers |
119,067,912 | 242,494 | 27,680 | 1,042,799 | ||||||||||||
Proposal No. 3 – Advisory Vote on Frequency of Future “Say-on-Pay” Advisory Votes
| Description of Proposal |
Every Year | Every 2 Years | Every 3 Years | Abstentions | ||||||||||||
| Future “say-on-pay” advisory votes should be held: |
116,857,458 | 2,211 | 2,450,004 | 28,413 | ||||||||||||
Board Response: Consistent with its recommendation and the advisory vote of the Stockholders, until the next required “say-on-frequency” advisory vote is held, the Board of Directors plans to hold future “say-on-pay” advisory votes on the compensation of our named executive officers every year. Therefore, the next “say-on-pay” advisory vote will be held at the Company’s 2015 Annual Meeting of Stockholders.
Proposal No. 4 – Ratification of Auditors
| Description of Proposal |
Votes For | Votes Against | Abstentions | |||||||||
| To ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2014 |
120,319,085 | 34,936 | 26,864 | |||||||||
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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.
| TAYLOR MORRISON HOME CORPORATION (Registrant) | ||||||
| Date: May 30, 2014 | /s/ Darrell C. Sherman | |||||
| Name: | Darrell C. Sherman | |||||
| Title: | Vice President, Secretary and General Counsel | |||||
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