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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 4, 2022

LGI HOMES, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-36126

46-3088013

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification Number)

1450 Lake Robbins Drive,

Suite 430,

The Woodlands,

Texas

77380

(Address of principal executive offices)

(Zip Code)

(281) 362-8998

(Registrant’s Telephone Number, Including Area Code)

N/A

(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 Instructions 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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.01 per share

LGIH

NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

                                    Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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Item 5.02			Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On January 4, 2022, the Board of Directors (the “Board”) of LGI Homes, Inc. (the “Company”), acting upon the recommendation of the Nominating and Corporate Governance Committee of the Board, appointed Maria Renna Sharpe to fill the vacancy in the Board created by the previously announced retirement of Duncan Gage and appointed Ms. Sharpe to serve on the Compensation Committee of the Board. Ms. Sharpe’s term as a director will continue until the Company’s 2022 Annual Meeting of Stockholders or until her earlier death, resignation or removal. The Board determined that Ms. Sharpe is an “independent director” under the relevant NASDAQ rules.

Ms. Sharpe brings more than 37 years of legal, human resources and accounting expertise to the Company. She is the Managing Principal of Sharpe Human Solutions, LLC, a human resource consulting and commercial real estate investment company and serves on the Board of Directors of Lamb Weston Holdings Inc. (NYSE: LW). Ms. Sharpe served as Senior Vice President, Global Human Capital Management, Services & Operations at PepsiCo, Inc. from 2014 to 2016, as Chief Human Resources Officer, PepsiCo Europe from 2010 to 2014 and as Senior Vice President, Compensation, Benefits & Human Resource Systems from 2008 to 2010. From 2004 to 2008, Ms. Sharpe served as Chief Human Resources Officer & Corporate Secretary of UST Inc. Prior to that, Ms. Sharpe held various senior human resources and legal positions at PepsiCo, Inc., including Vice President, Benefits from 2002 to 2004, Vice President, Compensation from 1999 to 2002 and Vice President, Human Resources Counsel from 1995 to 1999. Ms. Sharpe earned her JD from Boston University School of Law and graduated Cum Laude with a BS in Accounting from Syracuse University.

There are no arrangements or understandings between Ms. Sharpe and any other person pursuant to which she was appointed as a director. The Company is not aware of any transaction in which Ms. Sharpe has an interest requiring disclosure under Item 404(a) of Regulation S-K.

Ms. Sharpe’s compensation as a non-employee director will be the same as provided to the Company’s other non-employee directors:

•$75,000 annual cash retainer, payable quarterly;

•$155,000 annual grant of restricted stock units (“RSUs”); and

•reimbursement for reasonable out-of-pocket expenses incurred for travel in connection with attendance in-person at Board or committee meetings.

Ms. Sharpe’s $155,000 grant of RSUs will be granted on March 15, 2022 under the Amended and Restated LGI Homes, Inc. 2013 Equity Incentive Plan (the “2013 Incentive Plan”). The number of RSUs to be granted will be determined by dividing $155,000 by the closing price of the Company’s common stock on The NASDAQ Global Select Market on March 15, 2022, rounded up to the next whole share. The grant is subject to cliff vesting and becomes fully vested upon the earlier of (i) the first anniversary of the grant date; (ii) Ms. Sharpe’s disability; (iii) Ms. Sharpe’s death; or (iv) immediately prior to the closing of a change in control of the Company, as defined in the 2013 Incentive Plan. The terms of such grant are consistent with RSU grants to the Company’s other non-employee directors.

Item 7.01			Regulation FD Disclosure.

On January 6, 2022, the Company issued a press release regarding Ms. Sharpe’s appointment as a director. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

None of the information furnished in this Item 7.01 or the accompanying Exhibit 99.1 will be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor will it be deemed incorporated by reference into any filing by the Company under the Securities Act of 1933, as amended.

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Item 9.01			Financial Statements and Exhibits.

            

(d)			Exhibits.
99.1			Press Release dated January 6, 2022.
104			Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

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SIGNATURES

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.

 

Date: January 6, 2022
			LGI HOMES, INC.
			By:			/s/ Eric Lipar
						Eric Lipar
						Chief Executive Officer and Chairman of the Board