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): June 10, 2014
AV Homes, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-07395 | 23-1739078 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) | ||
| 8601 N. Scottsdale Rd. Suite 225, Scottsdale, Arizona |
85253 | |||
| (Address of principal executive offices) | (Zip Code) | |||
Registrant’s telephone number, including area code: (480) 214-7400
Not Applicable
Former name or 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) |
| ¨ | 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)) |
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
AV Homes, Inc. (the “Company”) held its annual meeting of stockholders on June 10, 2014. At the annual meeting, the Company’s stockholders (1) re-elected each of the persons listed below to serve as a member of the board of directors of the Company until the next annual meeting of stockholders and until his successor shall be elected and shall qualify, or until his death, resignation or removal; (2) approved the appointment of Ernst & Young LLP as independent registered public accounting firm for the Company for the year ending December 31, 2014; and (3) approved the advisory resolution on the compensation of the named executive officers of the Company.
Shares were voted as follows:
Proposal 1. Election of Directors
| Name |
For | Withheld | Broker Non-Votes |
|||||||||
| Paul D. Barnett |
15,083,861.5 | 1,441,124 | 3,288,215 | |||||||||
| Roger A. Cregg |
15,201,554.5 | 1,323,431 | 3,288,215 | |||||||||
| Kelvin L. Davis |
15,000,313.5 | 1,524,672 | 3,288,215 | |||||||||
| Roger W. Einiger |
15,097,195.5 | 1,427,790 | 3,288,215 | |||||||||
| Paul Hackwell |
15,418,398.5 | 1,106,587 | 3,288,215 | |||||||||
| Greg Kranias |
15,392,575.5 | 1,132,410 | 3,288,215 | |||||||||
| Joshua L. Nash |
15,059,295.5 | 1,465,690 | 3,288,215 | |||||||||
| Joel M. Simon |
15,165,463.5 | 1,359,522 | 3,288,215 | |||||||||
Proposal 2. Approval of the Appointment of Ernst & Young LLP as Independent Registered Public Accounting Firm for the Company for the year ending December 31, 2014
|
For |
Against |
Abstain |
Broker Non-Votes | |||
| 19,195,395.5 | 94,842 | 522,963 | 0 |
Proposal 3. Approval of the advisory resolution on the compensation of the named executive officers of the Company (“Say on Pay”)
|
For |
Against |
Abstain |
Broker Non-Votes | |||
| 15,680,750.5 | 477,303 | 366,932 | 3,288,215 |
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.
| AV Homes, Inc. | ||||||
| June 13, 2014 | By: | /s/ Roger A. Cregg | ||||
| Name: | Roger A. Cregg | |||||
| Title: | Director, President, and Chief Executive Officer (Principal Executive Officer) | |||||