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): June 15, 2021

Dream Finders Homes, Inc.
(Exact name of registrant as specified in its charter)

Delaware
 
001-39916
 
85-2983036
(State or other jurisdiction of incorporation)
 
(Commission File Number)
 
(I.R.S. Employer Identification No.)

14701 Philips Highway, Suite 300
Jacksonville, Florida
 
32256
(Address of principal executive offices)
 
(Zip Code)

Registrant’s telephone number, including area code: (904) 644-7670

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):
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))

Securities registered pursuant to Section 12(b) of the Act:
Title of each class
 
Trading Symbol(s)
 
Name of each exchange on which registered
Class A Common Stock
 
DFH
 
Nasdaq Global Select Market

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 5.07.
Submission of Matters to a Vote of Security Holders.

At the annual meeting of stockholders of Dream Finders Homes, Inc. (the “Company”) held on June 15, 2021 (the “Annual Meeting”), the matters voted upon and the number of votes cast for or against, as well as the number of abstentions and broker non-votes as to such matters, were as stated below. The proposals related to each matter are described in the Company’s definitive proxy statement for the Annual Meeting, which was filed with the Securities and Exchange Commission on April 29, 2021.

Proposal 1 – Election of Directors

The Company’s stockholders elected the following nominees for director to serve one-year terms expiring at the Company’s 2022 Annual Meeting of Stockholders and until such director’s successor is duly elected or appointed and qualified or, if earlier, such director’s earlier death, resignation or removal:

Nominee
 
For
 
Against
 
Abstentions
 
Broker Non-Votes
Patrick O. Zalupski
 
188,507,581
 
529,789
 
562
 
3,448,959
W. Radford Lovett II
 
186,844,571
 
2,192,900
 
461
 
3,448,959
Megha H. Parekh
 
188,087,773
 
949,244
 
915
 
3,448,959
Justin W. Udelhofen
 
188,089,378
 
948,048
 
506
 
3,448,959
William H. Walton, III
 
188,089,324
 
948,102
 
506
 
3,448,959

Proposal 2 – Ratification of Appointment of Independent Registered Public Accounting Firm

The Company’s stockholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021 by the following vote:

For
 
Against
 
Abstentions
 
Broker Non-Votes
192,415,596
 
1,236
 
70,059
 

Proposal 3 – Non-Binding Advisory Vote to Approve the Frequency of Future Stockholder Non-Binding Advisory Votes on Compensation Paid to Named Executive Officers

The results of the non-binding advisory vote to approve the frequency of  future non-binding advisory votes (each such vote, a “Say-on-Pay Vote”) on the compensation paid to the Company’s named executive officers was as follows:

One Year
 
Two Years
 
Three Years
 
Abstentions
 
Broker Non-Votes
188,101,671
 
25,569
 
5,711
 
904,981
 

In accordance with the results of this advisory vote, the Company intends to hold non-binding Say-on-Pay Votes annually until the next required non-binding advisory vote on the frequency of future non-binding Say-on-Pay Votes.


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.

 
DREAM FINDERS HOMES, INC.
     
 
By:
/s/ Robert E. Riva
   
Robert E. Riva
   
Vice President, General Counsel and Corporate Secretary
     
Date: June 16, 2021