LENNAR CORP /NEW/0000920760false00009207602022-04-122022-04-120000920760us-gaap:CommonClassAMember2022-04-122022-04-120000920760us-gaap:CommonClassBMember2022-04-122022-04-12

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
April 12, 2022
Date of Report (Date of earliest event reported)
LENNAR CORPORATION
(Exact name of registrant as specified in its charter)
Delaware1-1174995-4337490
(State or other jurisdiction of incorporation)(Commission File Number)(IRS Employer Identification No.)
700 Northwest 107th Avenue, Miami, Florida 33172
(Address of principal executive offices) (Zip Code)
(305) 559-4000
(Registrant’s telephone number, including area code)
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 classTrading Symbol(s)Name of each exchange on which registered
Class A Common Stock, par value $.10LENNew York Stock Exchange
Class B Common Stock, par value $.10LEN.BNew 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.

(e) On April 12, 2022, Lennar Corporation (the “Company”) held its 2022 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders approved the amendment and restatement of the Lennar Corporation 2016 Equity Incentive Plan (as so amended and restated, the “Amended Equity Plan”). A description of the material terms of the Amended Equity Plan is set forth in the Company’s Definitive Proxy Statement for the Annual Meeting filed with the Securities and Exchange Commission (the “Commission”) on March 1, 2022 (the “Proxy Statement”), as well as the supplement to the Proxy Statement filed with the Commission on March 16, 2022, and is incorporated by reference herein. The description of the Amended Equity Plan is qualified in its entirety by reference to the full text of the Amended Equity Plan, a copy of which is attached as Exhibit A to the Proxy Statement and is incorporated by reference herein.


Item 5.07. Submission of Matters to a Vote of Security Holders.
On April 12, 2022, the Company held its 2022 Annual Meeting of Stockholders. The final results for each of the matters submitted to a vote of stockholders at the meeting were as follows:
1.    The following individuals were elected as directors to serve until the 2023 Annual Meeting of Stockholders:
Votes ForVotes AgainstVotes AbstainingBroker Non-votes
Amy Banse521,378,16613,669,681146,96535,136,853
Rick Beckwitt529,640,3305,393,333161,14935,136,853
Steven L. Gerard (1)458,954,98276,081,280158,55035,136,853
Theron I. ("Tig") Gilliam480,477,62754,560,104157,08135,136,853
Sherrill W. Hudson476,128,71558,914,795151,30235,136,853
Jonathan M. Jaffe529,572,5375,464,516157,75935,136,853
Sidney Lapidus490,408,07544,613,216173,52135,136,853
Teri P. McClure478,068,66756,963,086163,05935,136,853
Stuart Miller518,227,60816,838,603128,60135,136,853
Armando Olivera496,805,98138,235,861152,97035,136,853
Jeffrey Sonnenfeld447,067,62887,968,114159,07035,136,853
(1)Mr. Gerard passed away on April 12, 2022, and therefore will not be serving as a director.

2.    Stockholders approved, on an advisory basis, the compensation of our named executive officers described in the Proxy Statement dated March 1, 2022 relating to the Company’s 2022 Annual Meeting of Stockholders. The results of the vote were as follows:
Votes ForVotes AgainstVotes AbstainingBroker Non-votes
336,632,721197,858,823703,26835,136,853

3.    Stockholders ratified the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for our fiscal year ending November 30, 2022. The results of the vote were as follows:
Votes ForVotes AgainstVotes AbstainingBroker Non-votes
558,830,36711,386,320114,978—

4.    Stockholders approved the amendment and restatement of the Lennar Corporation 2016 Equity Incentive Plan. The results of the vote were as follows:
Votes ForVotes AgainstVotes AbstainingBroker Non-votes
464,465,77669,787,683941,35335,136,853

5.    Stockholders did not approve a stockholder proposal to reduce the common stock ownership threshold to call a special meeting. The results of the vote were as follows:
Votes ForVotes AgainstVotes AbstainingBroker Non-votes
184,695,145349,863,032636,63535,136,853



Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.Description of Document
104
Cover Page Interactive Data File--the cover page XBRL tags are 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.

Date: April 14, 2022
Lennar Corporation
By:
/s/ Diane Bessette
Name:Diane Bessette
Title:Vice President, Chief Financial Officer and Treasurer