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): November 5, 2019
Forestar Group Inc.
(Exact name of registrant as specified in its charter)
Delaware | 001-33662 | 26-1336998 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
2221 E. Lamar Blvd., Suite 790, Arlington, Texas 76006
(Address of principal executive offices)
(817) 769-1860
(Registrants 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 (see General Instruction A.2. below):
☐ | 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 |
Name of Each Exchange on Which Registered | ||
Common Stock, par value $1.00 per share | FOR | 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 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).
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. |
(b) Departure of Directors or Certain Officers
Effective November 5, 2019, Charles D. Jehl resigned from his position as Executive Vice President, Chief Financial Officer and Treasurer of Forestar Group Inc. (Forestar or the Company) and ceased serving as the Companys principal financial officer and principal accounting officer. Mr. Jehls resignation from the Company is not the result of any issue, concern or disagreement with the Companys strategy, operations, accounting, financial reporting or internal control over financial reporting.
Mr. Jehl is a party to a change in control/severance agreement, which was amended effective December 31, 2017 following the acquisition of a controlling level of ownership of Forestar by D.R. Horton, Inc. (D.R. Horton). The agreement provides for certain benefits upon a voluntary resignation by Mr. Jehl, which include, but are not limited to, lump sum cash severance and a lump sum cash payment equal to certain foregone contributions under the Companys 401(k) plan, as well as prorated current cycle and earned but unpaid completed cycle incentive compensation, health and welfare benefits and full acceleration of vesting of all unvested equity-based awards. A description of the payments due to Mr. Jehl is included in the Companys proxy statement filed with the SEC on December 13, 2018.
Pursuant to the Shared Services Agreement between Forestar and D.R. Horton, its majority shareholder, D.R. Horton provides accounting, finance and treasury services to Forestar. Effective November 6, 2019, Bill Wheat, D.R. Hortons Executive Vice President and Chief Financial Officer, and Aron Odom, D.R. Hortons Vice President and Corporate Controller, will serve as Forestars principal financial officer and principal accounting officer, respectively.
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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.
Forestar Group Inc. | ||||||
Date: November 6, 2019 | By: | /s/ Daniel C. Bartok | ||||
Daniel C. Bartok | ||||||
Chief Executive Officer |
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