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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
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FORM 8-K
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Current Report
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 26, 2023
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D.R. Horton, Inc.
(Exact name of registrant as specified in its charter)
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| Delaware | | 1-14122 | | 75-2386963 |
| (State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
1341 Horton Circle, Arlington, Texas 76011
(Address of principal executive offices)
(817) 390-8200
(Registrant’s telephone number, including area code)
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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):
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| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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| Securities registered pursuant to Section 12(b) of the Act: |
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| Title of Each Class | | Trading Symbol | | Name of Each Exchange on Which Registered |
| Common Stock, par value $.01 per share | | DHI | | New York Stock Exchange |
| 5.750% Senior Notes due 2023 | | DHI 23A | | 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.
Effective January 26, 2023, the Company’s Board of Directors (the “Board”) appointed David V. Auld, the Company’s President and Chief Executive Officer, to serve as a director on the Board. Mr. Auld’s appointment expands the size of the Board from six to seven directors, five of whom are independent directors.
Mr. Auld, age 67, has served as the Company’s President and Chief Executive Officer since 2014 and was Executive Vice President and Chief Operating Officer from 2013 to 2014. He was a Region President overseeing the Company’s homebuilding operations in Florida, North and South Carolina, Georgia and Alabama from 2005 to 2013. Prior to that, Mr. Auld had been the Division President of the Company and its predecessor's Orlando Division since 1988.
As a member of executive management, Mr. Auld will not receive any additional compensation for serving on the Board, and there are no arrangements or understandings between Mr. Auld and any other person pursuant to which Mr. Auld was selected as a director.
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.
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| | | D.R. Horton, Inc. |
| Date: | January 30, 2023 | | By: | /s/ THOMAS B. MONTAÑO |
| | | | Thomas B. Montaño |
| | | | Vice President and Corporate Secretary |