8-K - Annual Meeting - Feb. 4, 2015


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 reported event): February 4, 2015
 
 __________________________
BEAZER HOMES USA, INC.
(Exact name of registrant as specified in its charter)
  
__________________________
 
 
 
 
 
Delaware
 
001-12822
 
54-2086934
(State or other jurisdiction of incorporation)
 
(Commission File Number)

 
(IRS Employer Identification No.)
1000 Abernathy Road, Suite 260
Atlanta Georgia 30328
(Address of Principal Executive Offices)
(770) 829-3700
(Registrant’s telephone number, including area code)
None
(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:
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
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 February 4, 2015, the Company held its 2015 annual meeting of stockholders. A total of 22,719,618 shares were represented in person or by valid proxy at the annual meeting and the Company’s stockholders took the following actions:

1.    Election of Directors. Stockholders elected Elizabeth S. Acton, Laurent Alpert, Brian C. Beazer, Peter G. Leemputte, Allan P. Merrill, Norma A. Provencio, Larry T. Solari and Stephen P. Zelnak, Jr. to serve as directors until the next annual meeting of stockholders and until their successors are elected and qualified. The vote totals for each of these individuals is as set forth below:
Director
 
Shares For
 
Shares Against
 
Shares Abstained
 
Broker Non-Votes
Elizabeth S. Acton
 
17,042,788

 
212,918

 
107,847

 
5,356,065

Laurent Alpert
 
16,782,780

 
476,106

 
104,667

 
5,356,065

Brian C. Beazer
 
16,942,756

 
346,518

 
74,279

 
5,356,065

Peter G. Leemputte
 
16,951,420

 
304,405

 
107,728

 
5,356,065

Allan P. Merrill
 
17,043,064

 
213,631

 
106,858

 
5,356,065

Norma A. Provencio
 
17,045,969

 
214,700

 
102,884

 
5,356,065

Larry T. Solari
 
16,946,540

 
311,771

 
105,242

 
5,356,065

Stephen P. Zelnak, Jr.
 
16,948,509

 
307,636

 
107,408

 
5,356,065


2.    Ratification of Independent Accountants. Stockholders ratified the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending September 30, 2015. The vote totals were 22,305,488 shares for, 375,683 shares against and 38,447 share abstentions.

3.    Non-Binding Advisory Vote on Compensation of Named Executive Officers. Stockholders voted for, on a non-binding, advisory basis, the compensation paid to the Company’s named executive officers (“NEOs”). The vote totals were 14,959,772 shares for, 2,355,446 shares against, 48,335 share abstentions and 5,356,065 broker non-votes. Accordingly, 86% of the shares voted on the proposal were voted in support of the Company’s executive compensation program.




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.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
BEAZER HOMES USA, INC.
 
 
 
 
Date: February 5, 2015
 
 
 
By:
 
/s/ Kenneth F. Khoury
 
 
 
 
 
 
 
 
Kenneth F. Khoury
Executive Vice President, General Counsel and
Chief Administrative Officer