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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): April 25, 2024

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 5.07.    Submission of Matters to a Vote of Security Holders.

At the annual meeting of stockholders of LGI Homes, Inc. (the “Company”) held on April 25, 2024, the matters voted upon and the number of votes cast for, against or withheld, as well as the number of abstentions and broker non-votes as to such matters, were as stated below. The proposals related to each matter are described in the Company’s definitive proxy statement for the annual meeting, which was filed with the Securities and Exchange Commission on March 15, 2024.

Election of Directors (Item 1)

The following nominees for director were elected to serve one-year terms expiring at the Company’s 2025 annual meeting of stockholders:

Nominee						For						Withheld						Broker Non-Votes
Ryan Edone						19,409,524						249,150						1,572,319
Eric Lipar						19,491,245						167,429						1,572,319
Shailee Parikh						19,504,594						154,080						1,572,319
Bryan Sansbury						19,268,453						390,221						1,572,319
Maria Sharpe						19,571,644						87,030						1,572,319
Steven Smith						16,788,231						2,870,443						1,572,319
Robert Vahradian						19,269,523						389,151						1,572,319

Ratification of Appointment of Independent Registered Public Accounting Firm (Item 2)

The appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024 was ratified:

For						Against						Abstentions						Broker Non-Votes
18,907,659						125,697						3,365						—

Advisory Vote to Approve the Compensation Paid to the Named Executive Officers for 2023 (Item 3)

The advisory vote on the compensation paid to the named executive officers for 2023 was approved:

For						Against						Abstentions						Broker Non-Votes
17,160,304						293,861						10,237						1,572,319

Advisory Vote to Approve the Frequency of Future Stockholder Advisory Votes on Executive Compensation (Item 4)

The results of the advisory vote on the frequency of future stockholder advisory votes on executive compensation were

1 Year						2 Years						3 Years						Abstentions
16,028,592						17,514						1,412,782						5,514

In light of the results of the advisory vote on the frequency of future stockholder advisory votes on executive compensation, the Board of Directors of the Company has determined that the Company will hold a non-binding advisory vote on executive compensation every year, until the next required non-binding advisory vote on the frequency of future stockholder advisory votes on executive compensation.

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Item 9.01.    Financial Statements and Exhibits.

			(d)			Exhibits.
			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.

 

Dated: April 30, 2024
			LGI HOMES, INC.
			By:			/s/ Eric Lipar
						Eric Lipar
						Chief Executive Officer and Chairman of the Board