0001373670false00013736702023-06-132023-06-130001373670us-gaap:CommonStockMember2023-06-132023-06-130001373670us-gaap:SeriesAPreferredStockMember2023-06-132023-06-13


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 13, 2023
Green Brick Partners, Inc.

(Exact name of registrant as specified in its charter)
Delaware001-3353020-5952523
(State or other jurisdiction of incorporation)(Commission File Number)(IRS Employer Identification Number)
2805 Dallas Pkwy,Ste 400
Plano,TX75093(469)573-6755
(Address of principal executive offices, including Zip Code)(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report) Not Applicable

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
Trading Symbol(s)Name of each exchange on which registered
Common Stock, par value $0.01 per share
GRBK
The New York Stock Exchange
Depositary Shares (each representing a 1/1000th interest in a share of 5.75% Series A Cumulative Perpetual Preferred Stock, par value $0.01 per share)
GRBK PRA
The 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 5.07 Submission of Matters to a Vote of Security Holders.

On June 13, 2023, Green Brick Partners, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the stockholders voted on the (i) election of seven director nominees (Proposal 1), (ii) approval, on an advisory basis, of the compensation of the Company’s named executive officers (Proposal 2), (iii) approval, on an advisory basis, of the frequency of future advisory votes on the compensation of the Company’s named executive officers (Proposal 3), and (iv) ratification of the appointment of RSM US LLP as the Company’s independent registered accounting firm for the 2023 fiscal year (Proposal 4). The results of the votes are set forth below.

Proposal 1—Election of Directors

The stockholders voted in favor of the election of the following director nominees as directors for a term of office expiring at the Company’s 2024 Annual Meeting of Stockholders and until the due election and qualification of their respective successors, or such nominee’s earlier death, removal or resignation received.

Number of Votes
ForWithheldBroker Non-Votes
Elizabeth K. Blake34,074,809510,2955,068,611
Harry Brandler34,334,660250,4445,068,611
James R. Brickman34,381,147203,9575,068,611
David Einhorn34,077,295507,8095,068,611
Kathleen Olsen28,948,4475,636,6575,068,611
Richard S. Press28,947,7855,637,3195,068,611
Lila Manassa Murphy27,274,0957,311,0095,068,611

Proposal 2—Approval of the Compensation of the Company’s Named Executive Officers

The stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers.
Number of Votes
ForAgainstAbstainBroker Non-Votes
33,927,842638,00719,2555,068,611

Proposal 3—Approval of the Frequency of Future Advisory Votes on the Compensation of the Company’s Named Executive Officers

The stockholders voted in favor of a frequency of every three years for future advisory votes to approve the compensation of the Company’s named executive officers.

Number of Votes
One YearTwo YearsThree YearsAbstainBroker Non-Votes
14,712,00810,89819,841,25920,9395,068,611




Proposal 4—Ratification of Appointment of Independent Registered Public Accounting Firm

The stockholders approved the ratification of the appointment of RSM US LLP to serve as the independent registered public accounting firm for the Company for the fiscal year ending on December 31, 2023.
Number of Votes
ForAgainstAbstain
39,532,217107,14714,351



SIGNATURE

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.



GREEN BRICK PARTNERS, INC.
By:/s/ Richard A. Costello
Richard A. Costello
Chief Financial Officer

Date: June 14, 2023

Green Brick Partners (NASDAQ:GRBK)
Historical Stock Chart
From Nov 2024 to Dec 2024 Click Here for more Green Brick Partners Charts.
Green Brick Partners (NASDAQ:GRBK)
Historical Stock Chart
From Dec 2023 to Dec 2024 Click Here for more Green Brick Partners Charts.