Document


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) June 3, 2016
 
 
TRI Pointe Group, Inc.
(Exact name of registrant as specified in its charter)  
 
Delaware
 
1-35796
 
61-1763235
(State or Other Jurisdiction
of Incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification No.)
19540 Jamboree Road, Suite 300, Irvine, California
 
92612
(Address of principal executive offices)
 
(Zip Code)
Registrant’s telephone number, including area code (949) 438-1400
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:
¨
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.
 
The annual meeting of stockholders of TRI Pointe Group, Inc. (the “Company”) was held on June 3, 2016 (the “Annual Meeting”). A total of 145,594,410 shares of the Company’s common stock were present or represented by proxy at the Annual Meeting, representing more than 89% of the Company’s shares outstanding as of the April 11, 2016 record date. The matters submitted for a vote and the related results are set forth below.
 
Proposal No. 1 - Election of eight nominees to serve as directors:
 Director
Votes For
 
Votes Withheld
 
Broker
Non-Votes
Douglas F. Bauer
136,537,865
 
825,941
 
8,230,604
Lawrence B. Burrows
136,004,252
 
1,359,554
 
8,230,604
Daniel S. Fulton
136,302,411
 
1,061,395
 
8,230,604
Steven J. Gilbert
134,381,352
 
2,982,454
 
8,230,604
Christopher D. Graham
136,297,775
 
1,066,031
 
8,230,604
Constance B. Moore
136,543,818
 
819,988
 
8,230,604
Thomas B. Rogers
136,225,196
 
1,138,610
 
8,230,604
Barry S. Sternlicht
91,124,928
 
46,238,878
 
8,230,604
 
 
Votes
For
 
Votes
Against
 
Votes
Abstained
 
Broker
Non-Votes
Proposal No. 2 - Ratify an amendment to the Company’s 2013 Long-Term Incentive Plan, as amended.
134,005,323
 
3,216,525
 
141,958
 
8,230,604

 
Votes
For
 
Votes
Against
 
Votes
Abstained
 
Proposal No. 3 - Ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the 2016 fiscal year.
145,378,714
 
189,479
 
26,217
 
 
 
Based on the foregoing votes, all eight nominees were elected and Proposals No. 2 and No. 3 were approved.
 





SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: June 6, 2016
 
 
 
TRI Pointe Group, Inc.
 
 
By:
/s/ Bradley W. Blank
 
Bradley W. Blank
Vice President, General Counsel and Secretary