UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
_____________
Filed by the Registrant ☒ | ||
Filed by a party other than the Registrant ☐ | ||
Check the appropriate box:
☐ | Preliminary Proxy Statement |
☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
☐ | Definitive Proxy Statement |
☒ | Definitive Additional Materials |
☐ | Soliciting material under §240.14a-12 |
TRI Pointe Group, Inc.
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other than the Registrant)
Payment of Filing Fee (Check the appropriate box): | ||||
☒ | No fee required | |||
☐ | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11 | |||
(1) | Title of each class of securities to which transaction applies: | |||
(2) | Aggregate number of securities to which transaction applies: | |||
(3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): | |||
(4) | Proposed maximum aggregate value of transaction: | |||
(5) | Total fee paid: | |||
☐ | Fee paid previously with preliminary materials. | |||
☐ | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. | |||
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(2) | Form, Schedule or Registration Statement No.: | |||
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(4) | Date Filed: | |||
IMPORTANT INFORMATION REGARDING THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON WEDNESDAY, APRIL 22, 2020
The following Notice of Change of Location relates to the proxy statement (the “Proxy Statement”) of TRI Pointe Group, Inc. (the “Company”), dated March 13, 2020, furnished to stockholders of the Company in connection with the solicitation of proxies by the Board of Directors of the Company for use at the annual meeting of stockholders to be held on Wednesday, April 22, 2020. These supplemental proxy materials are being filed with the Securities and Exchange Commission and are being made available to stockholders on or about April 6, 2020.
THE NOTICE SHOULD BE READ IN CONJUNCTION WITH THE PROXY STATEMENT.
NOTICE OF CHANGE OF LOCATION OF ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON APRIL 22, 2020
To the Stockholders:
Due to the outbreak and emerging public health impact of the Coronavirus disease 2019 (“COVID-19”), the declared states of national and local emergency (including by the State of California) and the issuance by authorities of orders limiting the right of persons to gather outside of their homes within the State of California, and to mitigate risks to the health and safety of our partners, stockholders and communities, NOTICE IS HEREBY GIVEN that the location of the annual meeting of stockholders (“annual meeting”) of TRI Pointe Group, Inc. (the “Company”) has been changed. As previously announced, the annual meeting will be held on Wednesday, April 22, 2020 at 10:00 a.m. Pacific Time. In light of the aforementioned public health concerns regarding the COVID-19 outbreak, the annual meeting will be held in a virtual meeting format only.
While you will not be able to attend the annual meeting physically, the annual meeting has been designed to provide stockholders with the same opportunities to participate in the virtual meeting as they would have had at an in-person meeting.
The live audio webcast of the annual meeting will begin promptly at 10:00 a.m. Pacific Time. Online access to the audio webcast will open one hour prior to the start of the annual meeting to allow time for you to log-in and test your device’s audio system. We encourage you to access the meeting in advance of the designated start time.
To be admitted to the annual meeting, stockholders may visit https://web.lumiagm.com/207556636 and enter their 11-digit control number and the meeting password. The password for the meeting is tph2020. As described in the proxy materials for the annual meeting previously distributed, if you were a holder of record of our common stock at the close of business on March 3, 2020, the record date for the annual meeting, or hold a “legal proxy” for the meeting provided by your bank, broker or other nominee, you are entitled to receive notice of, and to vote at, the annual meeting and any adjournments or postponements thereof. Using your 11-digit control number, you may vote during the annual meeting by following the instructions available on the meeting website during the meeting. For registered stockholders, your 11-digit control number can be found on the proxy card, voting instruction form or notice of internet availability you received previously.
If you hold your shares through an intermediary, such as a bank, broker or other nominee, you must register in advance to attend the annual meeting. To register, you must submit proof of your “legal proxy” obtained from your bank, broker or nominee reflecting your Company holdings, along with your name and email address, to American Stock Transfer & Trust Company, LLC: (1) by email to proxy@astfinancial.com; (2) by facsimile to (718) 765-8730 or (3) by mail to American Stock Transfer & Trust Company, LLC, Attn: Proxy Tabulation Department, 6201 15th Avenue, Brooklyn, NY 11219. Obtaining a “legal proxy” may take several days and stockholders are advised to register as far in advance as possible. Requests for registration must be labeled as “Legal Proxy” and be received no later than 5:00 p.m., Eastern Time, on April 15, 2020. You will receive a confirmation email from American Stock Transfer & Trust Company, LLC of your registration. Once registered, you may participate in and vote at the annual meeting by following the instructions available on the meeting website. If you encounter any difficulty accessing the virtual meeting, please visit https://go.lumiglobal.com/faq for assistance.
Beginning one hour prior to, and during, the annual meeting, you can view the agenda and rules of procedure for the annual meeting, and submit questions, at https://web.lumiagm.com/207556636. After the business portion of the annual meeting concludes and the meeting is adjourned, we will hold a Q&A session during which we intend to answer all questions submitted during the meeting that are pertinent to the Company and the items being brought before the stockholder vote at the annual meeting, as time permits and in accordance with our rules of procedure for the annual meeting.
Information on how to obtain access to the list of stockholders of record entitled to vote at the annual meeting for any purpose germane to the meeting will be available beginning ten days prior to the meeting on our website at www.TriPointeGroup.com in the Resources—Annual Meeting Information section of the Investors webpage. Stockholders submitting any such request will be asked to include their control number.
Whether or not you plan to attend the annual meeting, we urge you to vote your shares promptly and submit your proxy in advance of the meeting by one of the methods described in the proxy materials for the annual meeting. The proxy card included with the proxy materials previously distributed will not be updated to reflect the change in location and may continue to be used to vote your shares in connection with the annual meeting.
By Order of the Board of Directors,
David C. Lee
Secretary
Secretary
April 6, 2020
The annual meeting on April 22, 2020 at 10:00 a.m. Pacific Time is available at https://web.lumiagm.com/207556636. The proxy statement and Annual Report are available on our website at www.tripointegroup.com in the Financial Info section of the Investors webpage. Additionally, you may access our proxy materials at http://www.astproxyportal.com/ast/18094.