SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest reported event): August 7, 2019
BEAZER HOMES USA, INC.
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification No.)
1000 Abernathy Road, Suite 260
Atlanta Georgia 30328
(Address of Principal Executive Offices)
(Registrant’s telephone number, including area code)
(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))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Name of each exchange on which registered
Common Stock, par value $0.001 per share
New York Stock Exchange
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 August 7, 2019, Beazer Homes USA, Inc. (the “Company”) announced a comprehensive, long-term board succession plan under which two new independent directors, David Spitz and Chris Winkle, have been elected to the Board of Directors (the “Board”) and three of the Company’s current directors, Brian Beazer, Stephen Zelnak and Peter Leemputte, will not stand for reelection at the Company’s next annual meeting of stockholders.
The decisions by Messrs. Beazer, Zelnak and Leemputte to retire were not the result of any disagreement with the Company on any matter regarding the Company’s operations, policies or practices. Mr. Beazer, the Company’s founder and Chairman Emeritus, has served as a director of the Company since its initial public offering in 1994, while Mr. Zelnak, the current Chairman, and Mr. Leemputte, a former Chairman of the Audit and Compensation Committees, have each served for over 14 years.
Messrs. Spitz and Winkle will serve as independent directors, effective immediately, and have been appointed to the Board’s Compensation Committee and Finance Committee, respectively.
Messrs. Spitz and Winkle will receive the same compensation as other non-employee directors of the Company pursuant to the Company's director compensation program for non-employee directors, which, for fiscal 2019, will be prorated for the portion of the year served. Accordingly, in connection with their appointment, Messrs. Spitz and Winkle were each granted an award of restricted stock valued at $15,342. Each award vests on the first anniversary of the grant date. A description of the Company's non-employee director compensation program may be found under the heading "Non-Employee Director Compensation" on pages 14 and 15 of the Company's Proxy Statement for its 2019 annual meeting of stockholders held on February 6, 2019, as filed with the Securities and Exchange Commission on December 21, 2018. Messrs. Spitz and Winkle also will enter into the Company's standard indemnification agreement for directors.
Item 9.01. Financial Statements and Exhibits.
Press released dated August 7, 2019.
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.
BEAZER HOMES USA, INC.
Date: August 7, 2019
/s/ Keith L. Belknap
Keith L. Belknap
Executive Vice President, General Counsel and
BEAZER HOMES ANNOUNCES APPOINTMENT OF TWO NEW DIRECTORS AND RETIREMENT OF THREE DIRECTORS
ATLANTA, Georgia, August 7, 2019 – Beazer Homes USA, Inc. (the “Company”) (NYSE: BZH) announced today the appointment of two new members to its Board of Directors. David Spitz and Chris Winkle will serve as independent directors, and have been appointed to the Board’s Compensation Committee and Finance Committee, respectively.
David Spitz serves as the Chief Executive Officer of ChannelAdvisor Corp. (NYSE: ECOM), a leading e-commerce cloud platform that helps retailers improve their performance by expanding online sales channels. In 2018, over 2,800 customers processed approximately $10 billion in gross merchandise value through ChannelAdvisor’s platform.
Chris Winkle serves as the Chief Executive Officer of Sunrise Senior Living, LLC, a leading provider of assisted and independent living, with more than 25,000 residents in 327 senior living communities in the United States, Canada and the United Kingdom.
“We’re excited to welcome David and Chris to our board,” said Allan Merrill, President and CEO of the Company. “Each of them brings valuable experience to Beazer, with
David adding significantly to our online marketing and customer experience capabilities and Chris bringing specific expertise in serving the important aging adults demographic.”
These appointments are part of a comprehensive, long-term board succession plan under which three directors will not stand for reelection at the Company’s next annual meeting of stockholders, scheduled for early February 2020. The three retiring directors are Brian Beazer, the Company’s founder and Chairman Emeritus, Stephen Zelnak, the current Chairman, and Peter Leemputte, a former Chairman of the Board’s Audit and Compensation Committees. Mr. Beazer has served as a director of the Company for over 25 years, since the Company’s initial public offering, while each of Mr. Zelnak and Mr. Leemputte has served for over a decade.
“On behalf of the board of directors and our employees, I want to thank Brian, Steve and Peter for their extraordinary vision, steadfast leadership and immense contributions to Beazer,” said Mr. Merrill. “Their dedication to our company, our employees, our partners and our shareholders has been a driving force of our success, and their wisdom and guidance will be missed. In recent years, they have played an integral role in the development and implementation of our balanced
growth strategy, which has been instrumental in positioning and transforming the Company for the future.”
About Beazer Homes
Headquartered in Atlanta, Beazer Homes (NYSE: BZH) is one of the country’s largest homebuilders. Every Beazer home is designed and built to provide Surprising Performance, giving you more quality and more comfort from the moment you move in – saving you money every month. With Beazer's Choice Plans™, you can personalize your primary living areas – giving you a choice of how you want to live in the home, at no additional cost. And unlike most national homebuilders, we empower our customers to shop and compare loan options. Our Mortgage Choice program gives you the resources to easily compare multiple loan offers and choose the best lender and loan offer for you, saving you thousands over the life of your loan. We build our homes in Arizona, California, Delaware, Florida, Georgia, Indiana, Maryland, Nevada, North Carolina, South Carolina, Tennessee, Texas, and Virginia. For more information, visit beazer.com, or check out beazer.com on Facebook, Instagram and Twitter.
David I. Goldberg
Vice President, Treasurer and Investor Relations