UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On May 25, 2023, the Compensation Committee of the Board of Directors of Taylor Morrison Home Corporation (the “Company”) approved a form of omnibus amendment (the “Omnibus Amendment”) to the Company’s outstanding restricted stock unit agreements and employee nonqualified option award agreements (other than agreements in respect of equity awards to the Company’s non-employee directors) (the “Agreements”) under its 2013 Omnibus Equity Award Plan (as amended, the “Equity Plan”). The Omnibus Amendment amends Company’s outstanding awards under the Equity Plan to conform the treatment of outstanding Retirement Eligible awards upon a termination without “cause” (as defined in the Agreements) or by the grantee for “good reason” (as defined in the Agreements) with the treatment applicable in the event of the grantee’s retirement. “Retirement Eligible” awards include awards granted at least 12 months prior to the date of termination, which termination occurs at a time when the grantee (i) has completed a minimum of five years of employment with the Company and its subsidiaries and attained at least 55 years of age, and (ii) his or her age plus years of consecutive employment equals at least 70.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
The Company held its 2023 Annual Meeting of stockholders on May 25, 2023 (the “2023 Annual Meeting”). At the 2023 Annual Meeting, the Company’s stockholders elected the following eight directors to hold office until the Company’s annual meeting of stockholders to be held in 2024 and until his or her successor is duly elected and qualified: Peter Lane, William H. Lyon, Anne L. Mariucci, David C. Merritt, Andrea (Andi) Owen, Sheryl D. Palmer, Denise F. Warren and Christopher Yip. At the 2023 Annual Meeting, the Company’s stockholders also approved, on an advisory basis, the compensation of the Company’s named executive officers (“say-on-pay”) and ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023.
Proposal No. 1 - Election of Directors
| Director Nominee |
Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||
| Peter Lane |
97,748,656 | 2,194,023 | 53,994 | 2,597,343 | ||||
| William H. Lyon |
99,360,096 | 583,759 | 52,818 | 2,597,343 | ||||
| Anne L. Mariucci |
86,274,585 | 13,676,433 | 45,655 | 2,597,343 | ||||
| David C. Merritt |
97,518,543 | 2,424,296 | 53,834 | 2,597,343 | ||||
| Andrea (Andi) Owen |
98,246,483 | 1,703,925 | 46,265 | 2,597,343 | ||||
| Sheryl D. Palmer |
97,706,067 | 2,239,576 | 51,030 | 2,597,343 | ||||
| Denise F. Warren |
98,616,114 | 1,343,879 | 36,680 | 2,597,343 | ||||
| Christopher Yip |
97,897,521 | 2,045,329 | 53,823 | 2,597,343 |
Proposal No. 2 - Advisory Vote on Compensation of Named Executive Officers (“Say-on-Pay”)
| Description of Proposal |
Votes For | Votes Against |
Abstentions | Broker Non-Votes | ||||
| To approve, on an advisory basis, the compensation of the Company’s named executive officers |
96,193,208 | 3,706,312 | 97,153 | 2,597,343 |
Proposal No. 3 - Ratification of Auditors
| Description of Proposal |
Votes For | Votes Against |
Abstentions | Broker Non-Votes | ||||
| To ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023 |
101,842,788 | 687,399 | 63,829 | — |
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.
Dated: May 26, 2023
| Taylor Morrison Home Corporation |
| /s/ Darrell C. Sherman |
| By: Darrell C. Sherman |
| Title: Executive Vice President, Chief Legal Officer and Secretary |