UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): June 13, 2023
(Exact Name of Registrant as Specified in its Charter)
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(State or Other
Jurisdiction
of Incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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(Address of Principal Executive Offices) (Zip Code)
(732 ) 747-7800
(Registrant’s telephone number, including area code)
(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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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.
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Title of each class
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Trading symbol(s)
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Name of each exchange on which registered
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The
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(1) Each share of Class A Common Stock includes an associated Preferred Stock Purchase Right. Each Preferred Stock Purchase Right initially represents the right, if such Preferred Stock Purchase Right becomes exercisable, to purchase from the Company one ten-thousandth of a share of its Series B Junior Preferred Stock for each share of Common Stock. The Preferred Stock Purchase Rights currently cannot trade separately from the underlying Common Stock.
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 5.02.
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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This Amendment No. 1 to Current Report on Form 8-K/A amends the Current Report on Form 8-K filed by Hovnanian Enterprises, Inc. (the “Company”) on June 20, 2023 (the “Original Form 8-K”), which disclosed the appointment of Brad G. O’Connor as Chief Financial Officer, effective November 1, 2023. At the time of the Original Form 8-K and as previously disclosed, no determinations had been made with respect to any changes to Mr. O’Connor’s compensatory arrangements in connection with his appointment to Chief Financial Officer.
On September 28, 2023, in connection with Mr. O’Connor’s promotion to Chief Financial Officer and Treasurer, effective November 1, 2023, the Compensation Committee of the Board of Directors of the Company approved the following compensation package for Mr. O’Connor: (1) a base salary of $600,000, effective November 1, 2023; and (2) a target multiple of base salary of 0.75 with respect to award payouts made under the Company’s Long-Term Incentive Program. In addition, Mr. O’Connor will remain eligible to receive other cash and equity awards as to be determined by the Compensation Committee in the future.
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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HOVNANIAN ENTERPRISES, INC.
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(Registrant)
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By:
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/s/ Brad G. O’Connor
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Name: Brad G. O’Connor
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Title: Executive Vice President, Treasurer and Chief Accounting Officer
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Date: September 29, 2023