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
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. (a) Amendment to Amended and Restated By-laws. OnJanuary 21, 2021 the board of directors approved an amendment toKB 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 theBoard 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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