Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. (b) Director Resignation. On January 21, 2021, director Kenneth M. Jastrow, II resigned from the KB Home board of directors, effective immediately, in conjunction with being appointed as a Director Emeritus. Mr. Jastrow's resignation was not due to any disagreement with KB Home or the board of directors on any matter relating to KB Home's operations, policies or practices, or otherwise. (d) Election of Director. On January 21, 2021, the board of directors elected Ms. Jodeen A. Kozlak as a director for a term ending at KB Home's 2021 Annual Meeting of Stockholders, and appointed her to the board's management development and compensation committee. Ms. Kozlak will participate in the same compensation program as KB Home's other independent directors. Ms. Kozlak is the founder of Kozlak Capital Partners, a strategic advisory firm. With Ms. Kozlak's election, the KB Home board of directors has 12 members, 11 of whom are independent. A copy of the press release KB Home issued on January 25, 2021 announcing Mr. Jastrow's appointment as a Director Emeritus and Ms. Kozlak's election to the board of directors is attached as Exhibit 99.1 to this report.




Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
(a) Amendment to Amended and Restated By-laws. On January 21, 2021 the board of
directors approved an amendment to KB Home's Amended and Restated By-laws,
effective immediately, to add Section 3.14 Directors Emeritus. The By-laws were
last changed in 2019. New Section 3.14 states:
The Board may appoint one or more directors to the position of Director Emerita
or Director Emeritus (hereafter, "Director Emeritus"). Director Emeritus
appointments, if any, shall be at the Board's sole discretion, and there shall
be no more than two Directors Emeritus at any one time unless the Board
determines that it is necessary or appropriate to have three or more Director
Emeritus for a particular period. Upon such appointment, any such director shall
simultaneously resign from the Board and cease being considered a "director" or
"officer" under the DGCL [Delaware General Corporation Law], the Corporation's
Certificate of Incorporation and By-Laws, and for any federal or state legal or
regulatory purpose. A Director Emeritus shall not be an employee of the
Corporation. Further, a Director Emeritus shall have no power or authority to
manage the Corporation's business or affairs. Accordingly, a Director Emeritus
shall not have any of the responsibilities or liabilities of a "director" or
"officer," nor any of a "director's" or "officer's" rights, powers or
privileges. Only directors with a service tenure of at least five years, or
having expertise or knowledge the Board deems to be especially important, are
eligible to be appointed as a Director Emeritus. Each such appointment shall be
for a one-year term, subject to re-appointment by the Board for one or more
additional one-year terms (provided that the Board may set a shorter term for
any Director Emeritus appointment or re-appointment if it deems it appropriate),
or until such Director Emeritus' earlier death, resignation, retirement, removal
(for any reason or no reason by the Board), or reaching the retirement age the
Board establishes for directors. Directors Emeritus shall provide such advisory
services to the Board and its committees as deemed appropriate, including,
without limitation, attending and participating in meetings and executive
sessions, but they shall not be entitled to vote or be counted for quorum
purposes at any such meetings or executive sessions. Directors Emeritus shall be
entitled to receive fees for their service in such form and amount as the Board
approves, and shall be reimbursed for expenses incurred in connection with their
service as a Director Emeritus. Directors Emeritus shall remain subject to all
of the Corporation's policies applicable to directors, including without
limitation, any ethics and confidentiality obligations, and requirements
applicable to transactions in the Corporation's securities. Directors Emeritus
shall be entitled throughout their service to the same indemnification and
insurance coverage benefits and protections accorded to directors under the
DGCL, the Corporation's Certificate of Incorporation and By-Laws, and to the
undiminished continuation of any contractual indemnification, defense,
advancement of expenses and like personal liability protection terms they have
with the Corporation at the time of their appointment as a Director Emeritus.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
99.1    Press release dated January     25    , 2021 announcing     Kenneth M.
Jastrow    , II    '    s appointment as a Director Emeritus and     Jodeen A.
Kozlak    '    s election     to KB Home    '    s board of d    irectors.
104  Cover Page Interactive Data File (embedded within the Inline XBRL
document).

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