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):  May 7, 2025



CENTURY COMMUNITIES, INC.
(Exact name of registrant as specified in its charter)



Delaware
001-36491
68-0521411
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification No.)

8390 East Crescent Parkway, Suite 650
Greenwood Village, Colorado
 
80111
(Address of principal executive offices)
 
(Zip Code)

(303) 770-8300
(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:


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
CCS
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.
 
Century Communities, Inc. (the “Company”) held an Annual Meeting of Stockholders on May 7, 2025 (the “Annual Meeting”).
 
As of the close of business on March 10, 2025, the record date for the Annual Meeting, there were 30,651,555 shares of the Company’s common stock outstanding and entitled to vote at the Annual Meeting.  Each share of common stock was entitled to one vote. Stockholders holding an aggregate of 28,464,547 shares of common stock entitled to vote at the Annual Meeting, representing 92.9% of the Company’s outstanding shares of common stock as of the record date, and which constituted a quorum thereof, were present in person or represented by proxy at the Annual Meeting.
 
At the Annual Meeting, the Company’s stockholders considered three proposals, each of which is described in more detail in the Company’s definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission (the “SEC”) on March 26, 2025.
 
The final results of such stockholder voting on each proposal brought before the Annual Meeting are set forth below:

Proposal No. 1 -
Election of Directors.  The seven director nominees proposed by the Board of Directors of the Company were elected to serve as members of the Board of Directors until the next annual meeting of stockholders and until their successors are duly elected and qualified by the following final voting results:
 
 
Votes For
 
Votes Against
 
Votes Abstained
 
Broker Non-Votes
 
Dale Francescon
25,543,337
 
1,760,493
   
5,399
   
1,155,318
 
Robert J. Francescon
27,110,347
  193,464    
5,418
   
1,155,318
 
Patricia L. Arvielo
26,748,307
 
485,169
   
75,753
   
1,155,318
 
John P. Box
26,004,339
 
1,279,202
   
25,688
   
1,155,318
 
Keith R. Guericke
26,245,109
 
1,038,614
   
25,506
   
1,155,318
 
James M. Lippman
26,195,126
 
1,088,380
   
25,723
   
1,155,318
 
Elisa Zúñiga Ramírez
27,286,590
 
17,127
   
5,512
   
1,155,318
 

Proposal No. 2 -
Ratification of Appointment of Independent Registered Public Accounting Firm.  The ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2025, was approved by the Company’s stockholders by the following final voting results:
 
Votes For
 
Votes Against
 
Votes Abstained
 
Broker Non-Votes
 
28,270,066
 
186,406
 
8,075
 
0
 

Proposal No. 3 -
Advisory Vote on Executive Compensation.  The Company’s stockholders approved, on an advisory basis, the executive compensation of the Company’s named executive officers, as disclosed in the Company’s proxy statement pursuant to the compensation disclosure rules of the SEC, by the following final voting results:
 
Votes For
 
Votes Against
 
Votes Abstained
 
Broker Non-Votes
 
24,368,776
 
2,932,045
 
8,408
 
1,155,318
 


Item 9.01.
Financial Statements and Exhibits.
 
(d)          Exhibits.
 
Exhibit
No.
 
Description
104
 
The Cover Page from this Current Report on Form 8-K, Formatted in Inline XBRL (filed herewith)


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:  May 8, 2025
CENTURY COMMUNITIES, INC.
     
 
By:
/s/ J. Scott Dixon
 
Name: J. Scott Dixon
 
Title:   Chief Financial Officer