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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 24, 2025
LGI HOMES, INC.
(Exact name of registrant as specified in its charter)
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| Delaware |
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001-36126 |
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46-3088013 |
(State or other jurisdiction
of incorporation) |
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(Commission
File Number) |
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(IRS Employer
Identification Number) |
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| 1450 Lake Robbins Drive, |
Suite 430, |
The Woodlands, |
Texas |
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77380 |
| (Address of principal executive offices) |
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(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))
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| Securities registered pursuant to Section 12(b) of the Act: |
| Title of each class |
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Trading symbol(s) |
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Name of each exchange on which registered |
| Common Stock, par value $0.01 per share |
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LGIH |
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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. ☐
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
On April 24, 2025, LGI Homes, Inc. (the “Company”) held its 2025 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, stockholders of the Company approved Amendment No. 1 to the LGI Homes, Inc. 2016 Employee Stock Purchase Plan (the “Amendment”), as described in the Company’s definitive proxy statement for the Annual Meeting, which was filed with the Securities Exchange Commission on March 14, 2025 (the “Proxy Statement”). The Amendment had previously been adopted, subject to stockholder approval, by the Company’s Board of Directors.
The description of the Amendment is qualified in its entirety by reference to the Amendment, a copy of which is filed as
Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
At the Annual Meeting held on April 24, 2025, 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 Proxy Statement.
Election of Directors (Item 1)
The following nominees for director were elected to serve one-year terms expiring at the Company’s 2026 annual meeting of stockholders:
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| Nominee |
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For |
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Withheld |
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Broker Non-Votes |
| Ryan Edone |
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18,410,592 |
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114,821 |
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2,616,023 |
| Eric Lipar |
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18,250,533 |
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274,880 |
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2,616,023 |
| Shailee Parikh |
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18,466,559 |
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58,854 |
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2,616,023 |
| Bryan Sansbury |
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17,943,758 |
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581,655 |
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2,616,023 |
| Maria Sharpe |
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18,371,396 |
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154,017 |
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2,616,023 |
| Steven Smith |
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16,210,151 |
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2,315,262 |
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2,616,023 |
| Robert Vahradian |
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17,959,380 |
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566,033 |
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2,616,023 |
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, 2025 was ratified:
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| For |
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Against |
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Abstentions |
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Broker Non-Votes |
| 18,851,016 |
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87,514 |
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2,850 |
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— |
Advisory Vote to Approve the Compensation Paid to the Named Executive Officers for 2024 (Item 3)
The advisory vote on the compensation paid to the named executive officers for 2024 was approved:
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| For |
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Against |
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Abstentions |
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Broker Non-Votes |
| 15,771,958 |
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542,873 |
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10,526 |
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2,616,023 |
Approval of Amendment No. 1 to the LGI Homes, Inc. 2016 Employee Stock Purchase Plan (Item 4)
Amendment No. 1 to the LGI Homes, Inc. 2016 Employee Stock Purchase Plan was approved:
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| For |
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Against |
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Abstentions |
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Broker Non-Votes |
| 16,309,126 |
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8,048 |
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8,183 |
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2,616,023 |
Item 9.01. Financial Statements and Exhibits.
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(d) |
Exhibits. |
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104 |
Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. |
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.
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| Dated: April 29, 2025 |
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LGI HOMES, INC. |
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By: |
/s/ Eric Lipar |
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Eric Lipar |
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Chief Executive Officer and Chairman of the Board |
EX-10.1
2
lgih-ex101toannualmeeting8.htm
EX-10.1
Document
AMENDMENT NO. 1 TO THE
LGI HOMES, INC. 2016 EMPLOYEE STOCK PURCHASE PLAN
THIS AMENDMENT NO. 1 (this “Amendment”) to the LGI Homes, Inc. 2016 Employee Stock Purchase Plan (the “Plan”) is made by LGI Homes, Inc., a Delaware corporation (the “Company”), pursuant to the Plan, as follows:
WHEREAS, the Company previously adopted the Plan for the benefit of its eligible participants; and
WHEREAS, pursuant to Section 19 of the Plan, the Compensation Committee of the Board of Directors of the Company (the “Committee”) has the power and authority to amend the Plan, provided that the Committee may not increase the maximum number of shares issuable under the Plan without approval of the Company’s stockholders; and
WHEREAS, the Committee desires to increase the maximum number of shares of Common Stock of the Company that may be sold under the Plan from 500,000 shares to 1,000,000 shares.
NOW, THEREFORE, pursuant to the Plan and effective upon approval by the Company’s stockholders, the Committee hereby amends the Plan in the following respects:
1.Shares Subject to the Plan. Section 3 of the Plan is hereby amended in its entirety as follows:
“3. Amount of Stock Subject to the Plan. The total number of shares of Common Stock which may be sold pursuant to the Plan, subject to adjustment as provided in Section 17, shall be up to one million (1,000,000) shares. The shares sold under the Plan may be either authorized and unissued shares, or issued shares reacquired by the Company. If rights granted under the Plan terminate or expire for any reason without having been exercised in full, the shares of Common Stock not purchased hereunder pursuant to such rights shall be available again for purposes of the Plan.”
2.Full Force and Effect. Except as otherwise set forth in this Amendment, the Plan shall remain in full force and effect.
3.Effective Date of Amendment. This Amendment shall not become effective unless the Company’s stockholders approve the increase to the total number of shares of Common Stock available for sale pursuant to the Plan, as set forth in Section 1 above, during the 2025 Annual Meeting of the Stockholders of the Company, scheduled to be held on April 24, 2025. If approved, then this Amendment shall become effective as of the date of such meeting.
[Signature page follows]
IN WITNESS WHEREOF, the Company, by its duly authorized officer, has executed this Amendment effective as of April 24, 2025.
LGI HOMES, INC.
By: /s/ Scott J. Garber
Name: Scott J. Garber
Title: General Counsel and Corporate Secretary
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