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 24, 2013
D.R. Horton, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 1-14122 | 75-2386963 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer 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 24, 2013, 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 approval of the performance criteria under the Company’s 2000 Incentive Bonus Plan for Section 162(m) purposes, and (4) the ratification of the appointment of PriceWaterhouseCoopers LLC as the Company’s independent registered public accounting firm for fiscal 2013. There were 321,175,601 shares of Common Stock eligible to be voted at this meeting and there were 283,407,846 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 2014 Annual Meeting and until his successor is duly elected and qualified based on the following votes.
| Broker | ||||||||||||||||
|
Nominee |
For | Against | Abstain | Non-Votes | ||||||||||||
| Donald R. Horton |
251,694,640 | 11,184,176 | 165,278 | 20,363,752 | ||||||||||||
| Bradley S. Anderson |
257,938,868 | 4,932,009 | 173,217 | 20,363,752 | ||||||||||||
| Michael R. Buchanan |
261,454,028 | 1,409,097 | 180,969 | 20,363,752 | ||||||||||||
| Michael W. Hewatt |
261,685,149 | 1,186,328 | 172,617 | 20,363,752 | ||||||||||||
| Bob G. Scott |
261,657,589 | 1,208,612 | 177,893 | 20,363,752 | ||||||||||||
| Donald J. Tomnitz |
258,605,008 | 4,266,271 | 172,815 | 20,363,752 | ||||||||||||
(2). Proposal Two: Advisory vote on executive compensation. Stockholders approved the Company’s executive compensation based on the following votes.
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 246,284,365 |
16,238,829 | 520,900 | 20,363,752 |
(3). Proposal Three: Approval of the Performance Criteria under the Company’s 2000 Incentive Bonus Plan. Stockholders approved the performance criteria under the Company’s 2000 Incentive Bonus Plan based on the following votes.
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 242,592,248 |
20,202,126 | 249,720 | 20,363,752 |
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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, 2013 based on the following votes.
| For | Against | Abstain | ||||||||
| 282,866,539 | 287,676 | 253,631 | ||||||||
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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 25, 2013 | By: | /s/ THOMAS B. MONTANO | ||||
| Thomas B. Montano | ||||||
| Vice President and Assistant Secretary | ||||||
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