UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
(Exact Name of Registrant as Specified in its Charter)
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(Commission File Number) |
(IRS Employer Identification No.) |
(Address of Principal Executive Offices) (Zip Code)
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(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:
Securities registered pursuant to Section 12(b) of the Act.
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(1)
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.
(e) Fourth Amended and Restated 2020 Hovnanian Enterprises, Inc. Stock Incentive Plan
On March 31, 2026, Hovnanian Enterprises, Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “2026 Annual Meeting”) at which the Company’s stockholders approved the Fourth Amended and Restated 2020 Hovnanian Enterprises, Inc. Stock Incentive Plan (the “Amended Plan”), which had been previously recommended for approval by the Company’s Compensation Committee of the Board of Directors and previously approved by the Company’s Board of Directors, in each case, subject to stockholder approval. The Amended Plan became effective as of the date of such stockholder approval.
Prior to adoption of the Amended Plan, the Company had been granting equity-based incentive awards under the Third Amended and Restated 2020 Hovnanian Enterprises, Inc. Stock Incentive Plan (the “Existing Plan”). The Amended Plan is substantially identical to the Existing Plan, except it increases the reserve of Class A common stock and Class B common stock for future grants by an aggregate of 100,000 shares.
The material features of the Amended Plan are described in the Company’s Definitive Proxy Statement filed on February 9, 2026 in connection with the 2026 Annual Meeting, which description is filed herewith as Exhibit 99.1, and incorporated herein by reference. The above and the incorporated description of the Amended Plan are qualified in their entirety by reference to the Amended Plan, which is filed as Exhibit 10.1 to this report and incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
The Company held its 2026 Annual Meeting on March 31, 2026. The matters voted upon at the 2026 Annual Meeting and the final results of the votes were as follows:
(1) Election of all directors of the Company to hold office until the next annual meeting of shareholders and until their respective successors have been duly elected and qualified. Abstentions and broker non-votes had no effect on the outcome because such shares were not considered votes cast. The elected directors were:
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Votes For |
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Votes Against |
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Abstentions |
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Broker Non-Votes |
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A. Hovnanian |
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9,853,568 |
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939,895 |
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1,086 |
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850,360 |
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R. Coutts |
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10,128,727 |
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629,903 |
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35,919 |
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850,360 |
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M. Hernandez-Kakol |
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10,392,118 |
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399,994 |
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2,437 |
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850,360 |
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E. Kangas |
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9,635,760 |
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1,157,515 |
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1,274 |
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850,360 |
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J. Marengi |
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9,626,038 |
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1,167,213 |
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1,298 |
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850,360 |
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V. Pagano Jr. |
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9,354,765 |
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1,438,486 |
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1,298 |
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850,360 |
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R. Sellers |
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9,966,267 |
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825,940 |
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2,342 |
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850,360 |
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J. Sorsby |
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10,562,136 |
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231,175 |
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1,238 |
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850,360 |
(2) Ratification of the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending October 31, 2026. Abstentions had no effect on the outcome because such shares were not considered votes cast. There were no broker non-votes.
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Votes For |
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Votes Against |
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Abstentions |
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Broker Non-Votes |
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11,603,036 |
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41,110 |
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763 |
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(3) Approval of the Fourth Amended and Restated 2020 Hovnanian Enterprises, Inc. Stock Incentive Plan. Abstentions and broker non-votes had no effect on the outcome because such shares were not considered votes cast.
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Votes For |
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Votes Against |
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Abstentions |
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Broker Non-Votes |
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9,919,750 |
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869,569 |
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5,230 |
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850,360 |
(4) Non-binding advisory vote on approval of the compensation of the Company’s named executive officers as disclosed in the Proxy Statement. Abstentions and broker non-votes had no effect on the outcome because such shares were not considered votes cast.
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Votes For |
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Votes Against |
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Abstentions |
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Broker Non-Votes |
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9,928,102 |
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822,158 |
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44,289 |
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850,360 |
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Item 9.01. |
Financial Statements and Exhibits. |
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(d) |
Exhibits. |
| Exhibit No. | Description | |
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10.1 |
Fourth Amended and Restated 2020 Hovnanian Enterprises, Inc. Stock Incentive Plan. |
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99.1 |
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| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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. (Registrant) |
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By: |
/s/ Elizabeth Tice |
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Name: Elizabeth Tice Title: General Counsel and Secretary |
Date: April 1, 2026