Taylor Morrison Home Corp false 0001562476 0001562476 2025-02-04 2025-02-04

 

 

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): February 4, 2025

 

 

Taylor Morrison Home Corporation

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-35873   83-2026677

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

4900 N. Scottsdale Road, Suite 2000

Scottsdale, Arizona 85251

(Address of principal executive offices and zip code)

(480) 840-8100

(Registrant’s telephone number, including area code)

N/A

(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:

 

Name of each class

 

Trading

Symbol(s)

 

Name of each exchange

on which registered

Common Stock, $0.00001 par value   TMHC   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.

Effective as of March 1, 2025, the Board of Directors (the “Board”) of Taylor Morrison Home Corporation (the “Company”), on the recommendation of its Nominating and Governance Committee (the “Nominating Committee”), appointed Heather Ostis as an independent member of the Board to serve as a director until the Company’s annual meeting of stockholders to be held in 2025 and until her successor has been duly elected and qualified, or until her earlier death, resignation, retirement, disqualification or removal.

Ms. Ostis, age 46, has been the Chief Procurement Officer, Global Supply Chain for Starbucks since January 2024. Prior to joining Starbucks, Ms. Ostis served as the Vice President of Supply Chain Management at Delta Air Lines from August 2018 until January 2024. Ms. Ostis joined Delta from Aramark, where she served as their Vice President of Global Procurement and Supply Chain. Prior to Aramark, Ms. Ostis led the global consolidation of the Wyndham Worldwide Supply Chain. Ms. Ostis has a B.S. in finance from Indiana University and an MBA from George Mason University.

Under the Company’s annual compensation program for eligible directors, Ms. Ostis will be entitled to receive the Company’s standard compensation provided to all the Company’s independent directors for service on the Board (currently an $85,000 annual cash retainer and an annual equity award with a grant date fair value of $175,000 and payable in the form of restricted stock units (“RSUs”)). Ms. Ostis will also be entitled to participate in the Taylor Morrison Home Corporation Non-Employee Deferred Compensation Plan (the “Director Plan”). The material terms of the Taylor Morrison Home Corporation 2013 Omnibus Equity Award Plan, as amended and restated (the “Incentive Plan”), the RSUs, the Director Plan and the deferred stock units issued under the Director Plan are the same as those described in the Company’s definitive Proxy Statement on Schedule 14A filed with the SEC on April 10, 2024 and as provided in the Incentive Plan, the form of RSU award agreement, the Director Plan and the form of deferred stock unit agreement, each as previously filed with the SEC.

Ms. Ostis has also entered into the Company’s customary indemnification agreement for directors and officers.

 

Item 7.01.

Regulation FD Disclosure.

On February 4, 2025, the Company issued a press release announcing the appointment of Ms. Ostis to the Board. A copy of the Company’s press release is attached as Exhibit 99.1 to this report.

 

Item 9.01

Financial Statements and Exhibits.

 

(d)

Exhibits

 

Exhibit

No.

    
99.1    Press release issued February 4, 2025
104    Cover Page Interactive Data File (embedded within the Inline XBRL document)


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.

 

Taylor Morrison Home Corporation
By:  

/s/ Darrell C. Sherman

Name:   Darrell C. Sherman
Title:   Executive Vice President, Chief Legal Officer and Secretary

Date: February 4, 2025