Document



 
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
 
April 10, 2018
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.)
 
700 Northwest 107th Avenue, Miami, Florida 33172
(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))

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 o 
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.  o
 
 






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

(b)

On April 10, 2018, Donna Shalala resigned from her position as a director of Lennar Corporation (the “Company”), effective as of that date, in order to pursue election as a Florida Representative to the United States House of Representatives. Dr. Shalala has been a valuable member of the Company’s Board of Directors, and the Company wishes Dr. Shalala the best in her future endeavors.

Item 5.07 Submission of Matters to a Vote of Security Holders.

On April 11, 2018, the Company held its 2018 Annual Meeting of Stockholders. 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 a one-year term expiring at the next Annual Meeting of Stockholders:


 
 Votes For
 
Votes Withheld
 
Broker Non-votes
Irving Bolotin
495,808,598
 
9,053,705
 
25,917,700
Steven L. Gerard
449,919,116
 
54,943,187
 
25,917,700
Theron I. “Tig” Gilliam
479,304,465
 
25,557,838
 
25,917,700
Sherrill W. Hudson
479,401,911
 
25,460,392
 
25,917,700
Sidney Lapidus
496,743,338
 
8,118,965
 
25,917,700
Teri P. McClure
479,294,668
 
25,567,635
 
25,917,700
Stuart A. Miller
502,313,075
 
2,549,228
 
25,917,700
Armando Olivera
503,201,187
 
1,661,116
 
25,917,700
Jeffrey Sonnenfeld
497,705,534
 
7,156,769
 
25,917,700
Scott Stowell
502,267,594
 
2,594,709
 
25,917,700


(2)
Stockholders ratified the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for our fiscal year ending November 30, 2018. The results of the vote were as follows:


Votes For
 
Votes Against
 
Votes Abstaining
527,752,038
 
2,803,096
 
224,869


(3)
Stockholders approved, on an advisory basis, the compensation of our named executive officers described in the Proxy Statement dated February 28, 2018 relating to the Company’s 2018 Annual Meeting of Stockholders. The results of the vote were as follows:


Votes For
 
Votes Against
 
Votes Abstaining
 
Broker Non-votes
389,071,721
 
113,554,764
 
2,235,818
 
25,917,700









(4)
Stockholders did not approve a stockholder proposal regarding our common stock voting structure. The results of the vote were as follows:


Votes For
 
Votes Against
 
Votes Abstaining
 
Broker Non-votes
183,410,909
 
320,785,806
 
665,588
 
25,917,700


(5)
Stockholders did not approve a stockholder proposal regarding providing holders an annual right to convert a limited amount of Class B common stock into Class A common stock. The results of the vote were as follows:


Votes For
 
Votes Against
 
Votes Abstaining
 
Broker Non-votes
72,114,232
 
432,074,224
 
673,847
 
25,917,700



(6)
Stockholders did not approve a stockholder proposal regarding a limit on director tenure. The results of the vote were as follows:


Votes For
 
Votes Against
 
Votes Abstaining
 
Broker Non-votes
5,318,839
 
498,584,952
 
958,512
 
25,917,700






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 12, 2018
Lennar Corporation
 
 
 
 
 
 
By:
/s/ Diane Bessette
 
 
Name:
Diane Bessette
 
 
Title:
Vice President, Chief Financial Officer and Treasurer