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)
October 1, 2015
CALATLANTIC GROUP, INC.
(Exact name of registrant as specified in charter)
| Delaware | 1-10959 | 33-0475989 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
15360 Barranca Parkway
Irvine, California 92618
(Address of Principal Executive Offices, including Zip Code)
(949) 789-1600
(Registrant’s telephone number, including area code)
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)) |
Item 5.07 Submission of Matters to a Vote of Security Holders.
On September 28, 2015, the Company held a special meeting of its stockholders in connection with the Merger. The following matters were voted upon at the special meeting:
Proposal No. 1
The Company’s stockholders adopted the Merger Agreement:
| Votes For |
Votes Against |
Votes Withheld | ||
| 257,903,743 |
104,606 | 897,967 |
Proposal No. 2
The Company’s stockholders approved the issuance of shares of Common Stock to Ryland stockholders pursuant to the Merger:
| Votes For |
Votes Against |
Votes Withheld | ||
| 257,878,983 |
130,584 | 896,749 |
Proposal No. 3
The Company’s stockholders adopted the Company’s amended and restated certificate of incorporation to, among other things, effect a 5-for-1 reverse stock split:
| Votes For |
Votes Against |
Votes Withheld | ||
| 257,940,253 |
741,246 | 224,817 |
Proposal No. 4
The Company’s stockholders adopted the Company’s amended and restated certificate of incorporation to allow for a special meeting of stockholders to be called upon the written request of one or more stockholders representing at least a majority of the voting stock entitled to vote on the matter or matters to be brought before the proposed special meeting:
| Votes For |
Votes Against |
Votes Withheld | ||
| 255,851,258 |
2,148,202 | 906,856 |
Proposal No. 5
The Company’s stockholders adopted the Company’s amended and restated certificate of incorporation to allow for stockholder action by unanimous written consent:
| Votes For |
Votes Against |
Votes Withheld | ||
| 257,803,810 |
194,477 | 908,029 |
Proposal No. 6
The Company’s stockholders adopted the Company’s amended and restated certificate of incorporation to provide exclusive forum for certain legal proceedings in Delaware:
| Votes For |
Votes Against |
Votes Withheld | ||
| 254,137,262 |
3,862,860 | 906,194 |
-2-
Proposal No. 7
The Company’s stockholders adopted the Company’s amended and restated bylaws:
| Votes For |
Votes Against |
Votes Withheld | ||
| 257,828,550 |
168,110 | 909,656 |
Proposal No. 8
The Company’s stockholders approved, on an advisory (non-binding) basis, specified compensatory arrangements between the Company and its named executive officers relating to the Merger:
| Votes For |
Votes Against |
Votes Withheld | ||
| 254,769,493 |
2,743,641 | 1,393,182 |
Proposal No. 9
The Company’s stockholders voted to adjourn the Company’s special meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes to approve the foregoing proposals.
| Votes For |
Votes Against |
Votes Withheld | ||
| 246,396,370 |
11,622,453 | 887,493 |
-3-
SIGNATURE
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.
| CALATLANTIC GROUP, INC. | ||
| By: | /s/John P. Babel | |
| Name: | John P. Babel | |
| Title: |
Executive Vice President, General Counsel and Secretary |
Date: October 1, 2015
-4-