d8k031711.htm
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):  March 15, 2011
 
HOVNANIAN ENTERPRISES, INC.
 
(Exact Name of Registrant as Specified in Charter)
 
Delaware
(State or Other
Jurisdiction
of Incorporation)
1-8551
(Commission File Number)
 
22-1851059
(I.R.S. Employer
Identification No.)
     
110 West Front Street
 
P.O. Box 500
 
Red Bank, New Jersey 07701
 
(Address of Principal Executive Offices) (Zip Code)
 
(732) 747-7800
 
(Registrant’s telephone number, including area code)
 
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):
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
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 March 15, 2011, Hovnanian Enterprises, Inc. (the “Company”) held its Annual Meeting of Shareholders at 10:30 a.m. at the offices of Simpson Thacher& Bartlett LLP, 425 Lexington Avenue, New York, New York. The matters voted upon at the meeting and the final results of the votes were as follows:
 
 
(1) Election of all directors to hold office until the next annual meeting of shareholders. Broker non-votes and votes withheld had no effect on the vote because such shares are not considered votes cast.  The elected directors were:

Class A
Class B
   
 
Votes For
Votes Withheld
Broker Non-Votes
 
Votes For
Votes Withheld
Broker Non-Votes
               
A. Hovnanian
21,921,470
372,297
29,849,391
 
136,867,667
3,400
26,748
R. Coutts
20,361,035
1,932,732
29,849,391
 
136,655,367
215,700
26,748
E. Kangas
20,322,488
1,971,279
29,849,391
 
136,655,367
215,700
26,748
J. Marengi
21,948,773
344,994
29,849,391
 
136,867,667
3,400
26,748
J. Robbins
21,931,143
362,624
29,849,391
 
136,867,667
3,400
26,748
J. Sorsby
21,668,883
624,884
29,849,391
 
136,672,667
198,400
26,748
S. Weinroth
20,322,278
1,971,489
29,849,391
 
136,655,367
215,700
26,748


(2) Ratification of the selection of Deloitte &Touche, LLP as independent registered public accountants for the fiscal year ending October 31, 2011.  Abstentions had no effect on the vote because such shares are not considered votes cast.  There were no broker non-votes.
 
   
Class A
Class B
       
Votes For
 
51,324,746
136,887,615
Votes Against
 
570,523
10,200
Abstain
 
247,889
0

 
(3) Non-binding advisory vote on approval of compensation of the Company’s named executive officers as disclosed in the proxy statement pursuant to the rules of the Securities and Exchange Commission (the “SEC”).  Broker non-votes and abstentions had no effect on the vote because such shares are not considered votes cast.
 
   
Class A
Class B
       
Votes For
 
18,074,313
136,636,007
Votes Against
 
2,901,411
233,060
Abstain
 
1,318,043
2,000
Broker Non-Votes
 
29,849,391
26,748

 
(4) Non-binding advisory vote on whether the advisory vote of shareholders on approval of compensation of the Company’s named executive officers as disclosed in the proxy statement pursuant to the rules of the SEC should occur every one, two or three years.  Broker non-votes and abstentions had no effect on the vote because such shares are not considered votes cast.
 
   
Class A
Class B
       
Votes For One Year
 
5,279,329
226,552
Votes For Two Years
 
288,683
4,792
Votes For Three Years
 
15,354,545
136,636,723
Abstain
 
1,371,210
3,000
Broker Non-Votes
 
29,849,391
26,748
 
As disclosed above, a majority of the votes cast by the holders of the Class A common stock and Class B common Stock voting together voted, in a non-binding advisory vote, in favor of having a shareholder vote to approve the compensation of Company’s named executive officers every three years. In light of such vote, and consistent with the Company’s recommendation, the Company’s Board of Directors determined that it currently intends to include an advisory vote to approve the compensation of the Company’s named executive officers every three years until the next required vote on the frequency of shareholder votes on the compensation of the Company’s named executive officers.
 
 

 

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.
 
       
HOVNANIAN ENTERPRISES, INC.
 
       
(Registrant)
 
       
By: 
 
/s/          Peter S. Reinhart                                                
         
Name:    Peter S. Reinhart
         
Title:     Senior Vice President and General Counsel
           



Date: March 17, 2011