8-K

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 13, 2023

Green Brick Partners, Inc.

(Exact name of registrant as specified in its charter)

Delaware				001-33530	20-5952523
(State or other jurisdiction of incorporation)				(Commission File Number)	(IRS Employer Identification Number)
2805 Dallas Pkwy	,	Ste 400
Plano	,	TX	75093	(469)	573-6755
(Address of principal executive offices, including Zip Code)				(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report) Not Applicable

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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01 per share	GRBK	The New York Stock Exchange
Depositary Shares (each representing a 1/1000th interest in a share of 5.75% Series A Cumulative Perpetual Preferred Stock, par value $0.01 per share)	GRBK PRA	The New York Stock Exchange

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.

On June 13, 2023, Green Brick Partners, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the stockholders voted on the (i) election of seven director nominees (Proposal 1), (ii) approval, on an advisory basis, of the compensation of the Company’s named executive officers (Proposal 2), (iii) approval, on an advisory basis, of the frequency of future advisory votes on the compensation of the Company’s named executive officers (Proposal 3), and (iv) ratification of the appointment of RSM US LLP as the Company’s independent registered accounting firm for the 2023 fiscal year (Proposal 4). The results of the votes are set forth below.

Proposal 1—Election of Directors

The stockholders voted in favor of the election of the following director nominees as directors for a term of office expiring at the Company’s 2024 Annual Meeting of Stockholders and until the due election and qualification of their respective successors, or such nominee’s earlier death, removal or resignation received.

	Number of Votes
	For	Withheld	Broker Non-Votes
Elizabeth K. Blake	34,074,809	510,295	5,068,611
Harry Brandler	34,334,660	250,444	5,068,611
James R. Brickman	34,381,147	203,957	5,068,611
David Einhorn	34,077,295	507,809	5,068,611
Kathleen Olsen	28,948,447	5,636,657	5,068,611
Richard S. Press	28,947,785	5,637,319	5,068,611
Lila Manassa Murphy	27,274,095	7,311,009	5,068,611

Proposal 2—Approval of the Compensation of the Company’s Named Executive Officers

The stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers.

Number of Votes
For	Against	Abstain	Broker Non-Votes
33,927,842	638,007	19,255	5,068,611

Proposal 3—Approval of the Frequency of Future Advisory Votes on the Compensation of the Company’s Named Executive Officers

The stockholders voted in favor of a frequency of every three years for future advisory votes to approve the compensation of the Company’s named executive officers.

Number of Votes
One Year	Two Years	Three Years	Abstain	Broker Non-Votes
14,712,008	10,898	19,841,259	20,939	5,068,611

Proposal 4—Ratification of Appointment of Independent Registered Public Accounting Firm

The stockholders approved the ratification of the appointment of RSM US LLP to serve as the independent registered public accounting firm for the Company for the fiscal year ending on December 31, 2023.

Number of Votes
For	Against	Abstain
39,532,217	107,147	14,351

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.

GREEN BRICK PARTNERS, INC.
By:	/s/ Richard A. Costello
	Richard A. Costello
	Chief Financial Officer

Date: June 14, 2023

XML

Document and Entity Information Document And Entity Information	Jun. 13, 2023
Entity Information [Line Items]
Document Period End Date	Jun. 13, 2023
Written Communications	false
Written Communications	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Registrant Name	Green Brick Partners, Inc.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-33530
Entity Tax Identification Number	20-5952523
Entity Address, Address Line One	2805 Dallas Pkwy
Entity Address, Address Line Two	Ste 400
Entity Address, City or Town	Plano
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	75093
City Area Code	(469)
Entity Emerging Growth Company	false
Entity Central Index Key	0001373670
Amendment Flag	false
Document Type	8-K
Local Phone Number	573-6755
Series A Preferred Stock
Entity Information [Line Items]
Title of 12(b) Security	Depositary Shares (each representing a 1/1000th interest in a share of 5.75% Series A Cumulative Perpetual Preferred Stock, par value $0.01 per share)
Trading Symbol	GRBK PRA
Security Exchange Name	NYSE
Common Stock
Entity Information [Line Items]
Title of 12(b) Security	Common Stock, par value $0.01 per share
Trading Symbol	GRBK
Security Exchange Name	NYSE