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): February 15, 2018
WILLIAM LYON HOMES
(Exact name of registrant as specified in its charter)
| Delaware | 001-31625 | 33-0864902 | ||
| (State or other jurisdiction of incorporation or organization) |
(Commission file number) |
(I.R.S. Employer Identification No.) |
4695 MacArthur Court, 8th Floor
Newport Beach, California 92660
(Address of principal executive offices) (Zip Code)
(949) 833-3600
(Registrant’s telephone number, including area code)
Not Applicable
(Former name and 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 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)) |
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. ☐
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(e) On February 15, 2018, the Compensation Committee of the Board of Directors (the “Committee”) of William Lyon Homes, a Delaware corporation (the “Company”), approved the following changes to the 2018 target compensation levels for certain of the Company’s named executive officers. The base salary, target cash bonus opportunity and target number of shares of Company common stock underlying equity awards under the Company’s long-term incentive program for such Company named executive officers, as approved by the Committee, are as follows:
| Name |
Title |
2018 Base Salary |
2018 Target Cash Bonus Opportunity |
Target Number of Shares |
||||||||||
| William H. Lyon |
Executive Chairman | $ | 800,000 | $ | 1,600,000 | 47,673 shares | ||||||||
| Colin T. Severn |
Senior Vice President and Chief Financial Officer | $ | 400,000 | $ | 500,000 | 25,743 shares | ||||||||
| Jason R. Liljestrom |
Senior Vice President, General Counsel and Corporate Secretary | $ | 350,000 | $ | 425,000 | 17,162 shares | ||||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: February 22, 2018
| WILLIAM LYON HOMES | ||
| By: | /s/ Jason R. Liljestrom | |
| Name: | Jason R. Liljestrom | |
| Its: | Senior Vice President, General Counsel and Corporate Secretary | |