LENNAR CORP /NEW/0000920760false00009207602024-04-102024-04-100000920760us-gaap:CommonClassAMember2024-04-102024-04-100000920760us-gaap:CommonClassBMember2024-04-102024-04-10
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
April 10, 2024
Date of Report (Date of earliest event reported) LENNAR CORPORATION
(Exact name of registrant as specified in its charter) | | | | | | | | |
| Delaware | 1-11749 | 95-4337490 |
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
5505 Waterford District Drive, Miami, Florida 33126
(Address of principal executive offices) (Zip Code)
(305) 559-4000
(Registrant’s 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:
☐ 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(s) | Name of each exchange on which registered |
| Class A Common Stock, par value $.10 | LEN | New York Stock Exchange |
| Class B Common Stock, par value $.10 | LEN.B | 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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter)
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 5.07. Submission of Matters to a Vote of Security Holders.
On April 10, 2024, the Company held its 2024 Annual Meeting of Stockholders, during which seven proposals were voted upon by the Company’s stockholders. The proposals are described in detail in the Company’s proxy statement filed with the U.S. Securities and Exchange Commission on February 29, 2024 (the “2024 Proxy Statement”). The final results for each of the matters submitted to a vote of stockholders at the meeting were as follows:
1. The following individuals were elected as directors to serve until the 2025 Annual Meeting of Stockholders:
| | | | | | | | | | | | | | | | | | | | | | | | |
| Votes For | | Votes Against | | Votes Abstaining | | Broker Non-votes | |
| Amy Banse | 462,935,865 | | 35,062,088 | | 19,257,822 | | 22,711,910 | |
| Theron I. ("Tig") Gilliam | 477,890,234 | | 20,140,896 | | 19,224,645 | | 22,711,910 | |
| Sherrill W. Hudson | 470,716,645 | | 27,301,109 | | 19,238,021 | | 22,711,910 | |
| Jonathan M. Jaffe | 491,567,862 | | 6,466,840 | | 19,221,073 | | 22,711,910 | |
| Sidney Lapidus | 474,936,984 | | 23,078,992 | | 19,239,799 | | 22,711,910 | |
| Teri P. McClure | 451,616,632 | | 46,393,807 | | 19,245,336 | | 22,711,910 | |
| Stuart Miller | 436,466,111 | | 61,497,153 | | 19,292,511 | | 22,711,910 | |
| Armando Olivera | 474,745,751 | | 23,281,162 | | 19,228,862 | | 22,711,910 | |
| Dacona Smith | 496,183,992 | | 1,841,209 | | 19,230,574 | | 22,711,910 | |
| Jeffrey Sonnenfeld | 450,403,853 | | 47,326,343 | | 19,525,579 | | 22,711,910 | |
| Serena Wolfe | 483,631,924 | | 14,385,664 | | 19,238,187 | | 22,711,910 | |
2. Stockholders approved, on an advisory basis, the compensation of our named executive officers described in the 2024 Proxy Statement. The results of the vote were as follows:
| | | | | | | | | | | | | | | | | | | | |
| Votes For | | Votes Against | | Votes Abstaining | | Broker Non-votes |
| 408,441,162 | | 108,472,713 | | 341,900 | | 22,711,910 |
3. Stockholders ratified the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for our fiscal year ending November 30, 2024. The results of the vote were as follows:
| | | | | | | | | | | | | | | | | | | | |
| Votes For | | Votes Against | | Votes Abstaining | | Broker Non-votes |
| 530,138,661 | | 9,669,676 | | 159,348 | | — |
4. Stockholders approved an amendment to our Restated Certificate of Incorporation to limit the liability of certain officers as permitted by Delaware law. The results of the vote were as follows:
| | | | | | | | | | | | | | | | | | | | |
| Votes For | | Votes Against | | Votes Abstaining | | Broker Non-votes |
| 486,681,241 | | 30,343,953 | | 230,581 | | 22,711,910 |
5. Stockholders did not approve a stockholder proposal requesting a report disclosing the Company’s political spending and related policies and procedures. The results of the vote were as follows:
| | | | | | | | | | | | | | | | | | | | |
| Votes For | | Votes Against | | Votes Abstaining | | Broker Non-votes |
| 102,681,545 | | 394,325,542 | | 20,248,688 | | 22,711,910 |
6. Stockholders did not approve a stockholder proposal requesting a report disclosing the Company’s LGBTQ equity and inclusion efforts in its human capital management strategy. The results of the vote were as follows:
| | | | | | | | | | | | | | | | | | | | |
| Votes For | | Votes Against | | Votes Abstaining | | Broker Non-votes |
| 83,595,493 | | 413,438,716 | | 20,221,566 | | 22,711,910 |
7. Stockholders did not approve a stockholder proposal requesting a report on the Company’s plans to reduce greenhouse gas emissions. The results of the vote were as follows:
| | | | | | | | | | | | | | | | | | | | |
| Votes For | | Votes Against | | Votes Abstaining | | Broker Non-votes |
| 102,987,584 | | 393,975,195 | | 20,292,996 | | 22,711,910 |
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| | | | | |
| Exhibit No. | Description of Document |
| |
| 3.1 | |
| 104 | Cover Page Interactive Data File--the cover page XBRL tags are embedded within the Inline XBRL document. |
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.
| | | | | | | | |
Date: April 11, 2024 | Lennar Corporation |
| | |
| By: | /s/ Diane Bessette |
| Name: | Diane Bessette |
| Title: | Vice President and Chief Financial Officer |
Exhibit 3.1
CERTIFICATE OF AMENDMENT TO
THE RESTATED CERTIFICATE OF INCORPORATION
OF
LENNAR CORPORATION
Pursuant to Section 242 of the
General Corporation Law of the State of Delaware
Lennar Corporation, a corporation duly organized and existing under the General Corporation Law of the State of Delaware (the “Corporation”), does hereby certify that:
The Board of Directors of the Corporation (the “Board of Directors”), pursuant to Section 242 of the Delaware General Corporation Law (“DGCL”), has duly adopted a resolution setting forth the following amendment (the “Amendment”) to the Corporation’s restated certificate of incorporation, as last amended on February 12, 2018 and as currently in effect (the “Certificate of Incorporation”), and declaring the Amendment to be advisable, and the stockholders of the Corporation have duly approved and adopted the Amendment at the annual meeting of stockholders duly called and held on April 10, 2024 in accordance with Section 222 and Section 242 of the DGCL.
In order to effect the Amendment, ARTICLE VI of the Certificate of Incorporation is amended and restated to read in its entirety as follows:
ARTICLE VI.
OFFICERS
The Corporation shall have a President, a Vice-President, a Secretary and a Treasurer, and may have such other officers and agents as are prescribed by the By-Laws or determined by the Board of Directors. A person may hold more than one office except that the President may not also be the Secretary or an Assistant Secretary.
No officer of the Corporation shall be liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as an officer, except for liability (i) for any breach of the officer’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) for any transaction from which the officer derived an improper personal benefit, or (iv) in any action or in the right of the Corporation. In addition to the circumstances in which an officer of the Corporation is not personally liable as set forth in the preceding sentence, an officer of the Corporation shall not be liable to the fullest extent permitted by any amendment to the Delaware General Corporation Law hereafter enacted that further limits the liability of an officer.
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IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment of the Certificate of Incorporation to be executed by its duly authorized officer on this 10th day of April, 2024.
| | | | | | | | |
| By: | /s/ Mark Sustana |
| Name: | Mark Sustana |
| Title: | Vice President, General Counsel and Secretary |