0000906163FALSE12/3100009061632024-12-112024-12-11
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): December 11, 2024
NVR, Inc.
(Exact name of registrant as specified in its charter)
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| Virginia | 1-12378 | 54-1394360 |
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
11700 Plaza America Drive, Suite 500
Reston, Virginia 20190
(Address of principal executive offices) (Zip Code)
(703) 956-4000
(Registrant’s telephone number, including area code)
Not applicable
(Former name or former address, if changed since last report)
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| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| Common stock, par value $0.01 per share | | NVR | | New York Stock Exchange |
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| 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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| Indicate by check mark whether the registrant is an emerging growth company as defined in Rule405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). |
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| Emerging growth company | ☐ |
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| 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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On December 11, 2024, the Board of Directors of NVR, Inc. (the "Company") approved an amendment to the Company's Bylaws (the "Amended and Restated Bylaws") regarding shareholder requested special meetings. Article 2.05 of the Amended and Restated Bylaws has been amended to provide that a special meeting of shareholders may be requested by one or more shareholders of record owning, and having owned continuously for a period of at least one year prior to the date such special meeting request is received, not less than 25% combined of NVR's outstanding common stock. This description of the amendment to the Bylaws is qualified in its entirety by reference to the text of the Amended and Restated Bylaws, filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated by reference.
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| Item 9.01 Financial Statements and Exhibits. |
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| (d) Exhibits | | |
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| Exhibit Number | | Exhibit Description |
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| 3.1 | | |
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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.
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| | NVR, Inc. |
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| Date: December 12, 2024 | By: | /s/ Daniel D. Malzahn |
| | Daniel D. Malzahn |
| | Senior Vice President, Chief Financial Officer and Treasurer |