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): January 26, 2012
D.R. Horton, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 1-14122 | 75-2386963 | ||
| (State or other jurisdiction | (Commission | (IRS Employer | ||
| of incorporation) | File Number) | Identification No.) |
301 Commerce Street, Suite 500, Fort Worth, Texas 76102
(Address of principal executive offices)
Registrant’s telephone number, including area code: (817) 390-8200
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 (see General Instruction A.2. below):
| ¨ | 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. |
On January 26, 2012, D.R. Horton, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, stockholders considered: (1) the election of six director nominees named in the Company’s proxy statement, (2) an advisory vote on executive compensation, (3) the frequency of future advisory votes on executive compensation, and (4) the ratification of the appointment of PriceWaterhouseCoopers LLC as the Company’s independent registered public accounting firm for fiscal 2012. There were 316,325,724 shares of Common Stock eligible to be voted at this meeting and there were 284,826,718 shares of Common Stock represented in person or by proxy. The Annual Meeting voting results of the four listed matters were as follows:
(1). Proposal One: Election of Directors. Stockholders elected each of the following nominees as a director to hold office until the 2013 Annual Meeting and until his successor is duly elected and qualified based on the following votes.
| Nominee |
For | Against | Abstain | Broker Non-Votes |
||||||||||||
| Donald R. Horton |
256,615,183 | 7,692,826 | 61,718 | 20,456,991 | ||||||||||||
| Bradley S. Anderson |
259,089,769 | 5,217,768 | 62,190 | 20,456,991 | ||||||||||||
| Michael R. Buchanan |
262,159,151 | 2,152,873 | 57,703 | 20,456,991 | ||||||||||||
| Michael W. Hewatt |
262,638,400 | 1,674,341 | 56,986 | 20,456,991 | ||||||||||||
| Bob G. Scott |
262,755,402 | 1,554,940 | 59,385 | 20,456,991 | ||||||||||||
| Donald J. Tomnitz |
259,465,140 | 4,834,204 | 70,383 | 20,456,991 | ||||||||||||
(2). Proposal Two: Advisory vote on executive compensation. Stockholders approved the Company’s 2012 executive compensation package, based on the following votes.
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 262,085,502 |
1,865,426 | 418,799 | 20,456,991 |
(3). Proposal Three: Frequency of future advisory votes on executive compensation. Stockholders approved an annual advisory vote on executive compensation package, based on the following votes.
| One Year |
Two Years |
Three Years |
Abstain | |||
| 233,018,530 |
189,820 | 30,781,397 | 379,980 |
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(4). Proposal Four: Ratify the Appointment of PricewaterhouseCoopers LLP as the Company’s Independent Registered Public Accounting Firm. Stockholders approved the ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending September 30, 2012 based on the following votes.
| For |
Against |
Abstain | ||
| 284,552,448 |
170,583 | 103,687 |
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SIGNATURE
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.
| D. R. Horton, Inc. | ||||||||
| Date: January 31, 2012 | By: | /S/ BILL W. WHEAT | ||||||
| Bill W. Wheat Executive Vice President and Chief Financial Officer | ||||||||
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