Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangement of Certain Officers
The
i. Introduces a fungible share design pursuant to which each stock option or stock appreciation right granted under the Amended Plan after its effectiveness will be counted against the share pool as one share, and each other award granted under the Amended Plan after its effectiveness will be counted against the share pool as 1.2 shares. ii. Increases the number of shares available by 1,900,000 shares to an aggregate of 4,000,000 shares; iii. Increases the number of shares which may be granted as incentive stock options under the Amended Plan by 1,900,000 shares to 4,000,000 shares; iv. Increases the number of shares that may be granted to any one person during any fiscal year of the Company by 150,000 shares to 750,000 shares and increases the maximum aggregate amount of cash that may be paid in cash to any one person during any fiscal year by$1,000,000 to$7,000,000 ; v. Increases the limit on the total aggregate value of cash compensation and equity-based awards for any non-employee director for such director's service as a non-employee director during any fiscal year by$150,000 to$500,000 ; vi. Extends the term of the Amended Plan throughMay 18, 2031 ; vii. Provides that no stock options or stock appreciation rights shall have reload features under which the exercise of such stock option or stock appreciation right by a participant automatically entitles the participant to a new stock option or stock appreciation right; viii. Eliminates retirement as an exception to the one-year vesting requirement for awards under the Amended Plan; and ix. Generally provides for vesting of performance-based awards at "target" upon a change in control, if not assumed or substituted by an acquiror.
The terms and conditions of the Amended Plan are described in the section
entitled "Proposal 2 - Approval of the Second Amended and Restated 2016
Incentive Award Plan" in the Company's Definitive Proxy Statement on Schedule
14A filed with the
Item 5.07 Submission of Matters to a Vote of Security Holders.
The Company held its Annual Meeting of Stockholders on
Proposal 1
The Company's stockholders elected the following three directors to the Board for a term of office expiring at the 2024 annual meeting of stockholders and until their successors are duly elected and qualified, with voting results as follows:
Name For Withheld Broker Non-Votes
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Proposal 2
The Company's stockholders voted to approve the Second Amended and Restated 2016 Incentive Award Plan with voting results as follows:
For Against Abstain Broker Non-Votes 10,630,861 350,791 14,491 4,833,532 Proposal 3
The Company's stockholders voted to approve, on an advisory basis, the compensation of the Company's named executive officers (the "say-on-pay" advisory vote) with voting results as follows:
For Against Abstain Broker Non-Votes 10,703,452 277,591 15,100 4,833,532 Proposal 4
The Company's stockholders ratified the appointment of
For Against Abstain Broker Non-Votes 15,783,250 41,229 5,196 -
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits 10.1The New Home Company Inc. Second Amended and Restated 2016 Incentive Award Plan. 104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.
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