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): March 22, 2016

 

 

WILLIAM LYON HOMES

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-31625   33-0864902

(State or other jurisdiction

of incorporation or organization)

 

(Commission

file number)

 

(I.R.S. Employer

Identification No.)

4695 MacArthur Court, 8 th Floor

Newport Beach, California 92660

(Address of principal executive offices) (Zip Code)

(949) 833-3600

(Registrant’s telephone number, including area code)

Not Applicable

(Former name and former address if changed since last report)

 

 

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)

 

¨ 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))

 

 

 

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b) On March 22, 2016, William Lyon Homes, a Delaware corporation (the “Company”) announced that its Board of Directors (the “Board”) elected General William Lyon to the newly created position of Chairman Emeritus and William H. Lyon to the position of Executive Chairman effective as of March 22, 2016. As the result of the elections, General William Lyon ceases to serve as Executive Chairman and William H. Lyon ceases to serve Co-Chief Executive Officer of the Company. Both General William Lyon and William H. Lyon continue to serve as members of the Board, with William H. Lyon now serving as Chairman of the Board.

(c) On March 22, 2016, the Company also announced that the Board elected Matthew R. Zaist to the position of President and Chief Executive Officer, effective immediately.

Since joining the Company in 2000, Mr. Zaist has served in a number of corporate and operational roles, including President and Co-Chief Executive Officer since July 2015, President and Chief Operating Officer from March 2013 to July 2015, and Executive Vice President from January 2010 to March 2013. Prior to that, Mr. Zaist served as Corporate Vice President — Business Development & Operations, and prior to that, as Project Manager and Director of Land Acquisition for the Company’s Southern California Region. Mr. Zaist is a member of the Executive Committee for the University of Southern California’s Lusk Center for Real Estate. Prior to joining William Lyon Homes, Mr. Zaist was a principal with American Management Systems (now CGI) in their State & Local Government practice. Mr. Zaist holds a B.S. from Rensselaer Polytechnic Institute in Troy, New York.

The changes described herein have been approved by the Company’s Board of Directors. Mr. Zaist is not a party to any transaction, or series of transactions, required to be disclosed pursuant to Item 404(a) of Regulation S-K, and there are no family relationships between Mr. Zaist and any other director or executive officer of the Company.

A copy of the press release announcing the leadership transition described above is attached hereto as Exhibit 99.1.

(e) In connection with Matthew R. Zaist’s assumption of the position of sole Chief Executive Officer and President of the Company, the Compensation Committee of the Board of Directors of the Company (the “Committee”) approved an increase in Mr. Zaist’s target cash bonus opportunity to 200% of his base salary, and an increase in the target equity award value under the Company’s long-term incentive program to 231% of his base salary.

In addition, in connection with General William Lyon’s transition to the new role of Chairman Emeritus, he no longer participates in the Company’s short-term cash incentive or long-term equity incentive programs. William Lyon Homes, Inc. a California corporation and wholly-owned subsidiary of the Company, entered into a new offer letter (the “Offer Letter”) with General Lyon to reflect this change in compensation. A copy of the Offer Letter is attached as Exhibit 10.1 hereto and is incorporated herein by reference.

Further, the Committee approved an adjustment to the short-term cash incentive based compensation of Richard S. Robinson, Senior Vice President of Finance and Acquisition of the Company, to a target level of $350,000, and Mr. Robinson will no longer participate in the long-term equity incentive program.

 

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits:

 

Exhibit

No.

  

Description

10.1    Offer Letter by and between William Lyon Homes, Inc. and General William Lyon, dated as of March 22, 2016
99.1    Press Release dated March 22, 2016

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: March 24, 2016

 

WILLIAM LYON HOMES
By:   /s/ Jason R. Liljestrom
Name:               Jason R. Liljestrom
Its:   Vice President, General Counsel and Corporate Secretary

EXHIBIT INDEX

 

Exhibit

No.

  

Description

10.1    Offer Letter by and between William Lyon Homes, Inc. and General William Lyon, dated as of March 22, 2016
99.1    Press Release dated March 22, 2016

Exhibit 10.1

 

LOGO

March 22, 2016

Dear General William Lyon:

This letter sets forth the terms and conditions of your continued employment with William Lyon Homes, Inc. (the “ Company ”).

 

Position & Duties :

You will be employed as the Company’s Chairman Emeritus. You will have all the rights, powers, authority, functions, duties and responsibilities customarily associated with the position of a chairman emeritus, as well as any that may be additionally assigned to you by the Board of Directors of the Company (the “ Board ”) that are commensurate with your position and status.

 

Salary :

Your annual base salary will be not less than $1,000,000, payable in accordance with the Company’s payroll practices for its other senior executives, but in no event less frequently than bi-weekly.

 

Benefits & Perquisites :

You will be entitled to participate in the Company’s health and welfare programs, and to receive benefits and perquisites under the Company’s various arrangements (including but not limited to paid vacation, indemnification and coverage under a directors’ and officers’ insurance policy), in all cases on a basis no less favorable than the Company’s other directors and/or senior executives, as applicable.

 

Miscellaneous :

Your employment with the Company is at-will, meaning that either you or the Company may terminate your employment relationship with the Company at any time for any reason, with our without cause or notice. For the avoidance of doubt, your prior offer letter with the Company, dated as of March 31, 2015, is hereby terminated by mutual agreement and of no further force or effect whatsoever. Any disputes relating to your employment with the Company will be governed by California law.

Sincerely,

William Lyon Homes, Inc.

 

By:   /s/ William H. Lyon
Name:   William H. Lyon
Title:   Executive Chairman

Accepted and agreed, as of the date first above written:

 

    /s/ William Lyon
General William Lyon

 

(Signature Page – Offer Letter)

Exhibit 99.1

 

LOGO

WILLIAM LYON HOMES ANNOUNCES BOARD AND MANAGEMENT

LEADERSHIP TRANSITION

General William Lyon to Serve as Chairman Emeritus

William H. Lyon to Serve as Chairman of the Board and Executive Chairman

Matthew R. Zaist to Serve as President and Chief Executive Officer

NEWPORT BEACH, Calif. – March 22, 2016 – William Lyon Homes (NYSE: WLH), a leading homebuilder in the Western U.S., today announced that its Board of Directors has elected William H. Lyon to serve as Chairman of the Board, effective immediately, succeeding his father, General William Lyon. William H. Lyon has served as a member of the Board since 2000 and as Vice Chairman of the Board since July 2015. General Lyon, who had served as Chairman of the Board of the Company’s predecessor since 1987 and in that capacity for the Company since 1999, will continue to serve as a member of the Board.

Effective as of the same date, the Board elected General Lyon to the newly created position of Chairman Emeritus in recognition of his many years of service to the Company, legendary status in the homebuilding industry and his continuing role in providing guidance, support and mentorship to the senior management team. William H. Lyon has transitioned from Co-Chief Executive Officer to the position of Executive Chairman. Matthew R. Zaist, who had served alongside William H. Lyon as Co-Chief Executive Officer since July 2015, has been elected to serve as the sole Chief Executive Officer and President of the Company. As Executive Chairman, William H. Lyon will continue to work with the Chief Executive Officer to establish, implement and direct long-range goals, strategies, plans and policies for the Company.

“General Lyon has been a nationally recognized leader in the homebuilding industry for over 60 years. As the Company’s Chairman of the Board and former Chief Executive Officer, he has provided William Lyon Homes and its Board of Directors with extensive senior leadership as well as industry and operational experience and excellence,” said Gary H. Hunt, the Company’s Lead Independent Director and Chair of its Nominating and Corporate Governance Committee. “On behalf of the entire Board, I want to thank General Lyon for his visionary leadership and the strong foundation he has established for William Lyon Homes. We are pleased that we will continue to benefit from his knowledge, experience and mentorship in his new role as Chairman Emeritus.” Mr. Hunt added, “Today’s Board action is implementing a leadership transition at the management and Board level in furtherance of its succession planning initiatives and the Board believes this leadership transition leverages the strong capabilities of the executive team to foster the next chapter of growth and success for the Company.”

“I am honored to accept the chairmanship of this great Company and would like to thank our Board of Directors for selecting me to succeed my father in the role of Chairman of the Board of William Lyon Homes,” said William H. Lyon. “Further, my transition into the Executive Chairman role allows Matt Zaist to assume the sole position of Chief Executive Officer and continue to demonstrate the strength of his leadership and dedication to the Company.”

 

-more-

William Lyon Homes

Page 2

 

Matthew R. Zaist added, “I am grateful to the Board of Directors for this opportunity and look forward to working closely with Bill, the entire Board, our outstanding leadership team and our talented employees across the Company, collectively serving our customers, shareholders, business partners and team members as we continue to execute on our strategic objectives.”

About William Lyon Homes

William Lyon Homes is one of the largest Western U.S. regional homebuilders. Headquartered in Newport Beach, California, the Company is primarily engaged in the design, construction, marketing and sale of single-family detached and attached homes in California, Arizona, Nevada, Colorado, Washington and Oregon. Its core markets include Orange County, Los Angeles, the Inland Empire, the San Francisco Bay Area, Phoenix, Las Vegas, Denver, Seattle and Portland. The Company has a distinguished legacy of more than 60 years of homebuilding operations, over which time it has sold in excess of 96,000 homes. The Company markets and sells its homes under the William Lyon Homes brand in all of its markets except for Colorado, where the Company operates under the Village Homes brand, and Washington and Oregon, where the Company operates under the Polygon Northwest brand.

Forward-Looking Statements

Statements contained in this release that state the Company’s or management’s intentions, expectations or predictions of the future are forward-looking statements. These forward-looking statements involve risks and uncertainties and actual results may differ materially from those projected or implied. Additional information concerning factors that could cause actual results to differ materially is contained from time to time in the Company’s filings with the Securities and Exchange Commission, including, but not limited to, the Company’s annual report on Form 10-K and quarterly reports on Form 10-Q. The Company disclaims any intention or obligation to revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Investor/Media Contacts:

Larry Clark

Financial Profiles, Inc.

(310) 622-8223

WLH@finprofiles.com

 

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