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NVR > SEC Filings for NVR > Form 8-K on 7-May-2014All Recent SEC Filings

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Form 8-K for NVR INC


7-May-2014

Change in Directors or Principal Officers, Submission of Matters to a Vote of Security Ho


Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As disclosed under Item 5.07 below, our shareholders approved the adoption of the NVR, Inc. 2014 Equity Incentive Plan ("2014 Plan") at the Annual Meeting of Shareholders held on May 6, 2014 (the "Annual Meeting"). Under the 2014 Plan, awards of non-qualified stock options to acquire up to 950,000 shares of our common stock may be granted to our key management employees, including our executive officers, and our Board members. Any grants to our executive officers or Board members will be evidenced by the forms of agreements included herein as Exhibits 10.1, 10.2, 10.3 and 10.4. The foregoing description of the 2014 Plan is qualified in its entirety by the text of the 2014 Plan, which was filed as Exhibit 10.1 to the Company's Form S-8 filed with the Securities and Exchange Commission on May 7, 2014 and is incorporated herein by reference.



Item 5.07 Submission of Matters to a Vote of Security Holders.

On May 6, 2014, NVR, Inc. (the "Company") held its Annual Meeting of Shareholders. There were 4,492,477 shares of the Company's common stock eligible to vote at the Annual Meeting. The following are the matters voted upon at the Annual Meeting and the final results of the votes on such matters:

1. Election of all directors for one-year terms:

                                              Votes                           Broker
                             Votes For       Against       Abstentions      Non-votes
       Dwight C. Schar        4,055,692        15,508             2,394        189,071
       C.E. Andrews           4,045,150        21,028             7,416        189,071
       Robert C. Butler       4,050,622        15,552             7,420        189,071
       Timothy M. Donahue     4,044,954        21,217             7,423        189,071
       Thomas D. Eckert       3,800,669       265,431             7,494        189,071
       Alfred E. Festa        4,050,385        15,790             7,419        189,071
       Ed Grier               4,052,714        13,461             7,419        189,071
       Manuel H. Johnson      4,049,112        17,258             7,224        189,071
       Mel Martinez           3,644,244       422,055             7,295        189,071
       William A. Moran       3,675,854       383,690            14,050        189,071
       David A. Preiser       3,776,943       289,235             7,416        189,071
       W. Grady Rosier        3,811,351       254,854             7,389        189,071
       Paul W. Whetsell       3,813,451       253,617             6,526        189,071

2. Ratification of the appointment of KPMG LLP as Independent Auditor for 2014:

                                 Votes                   Broker
                    Votes For   Against   Abstentions   Non-votes
                    4,254,497    5,866       2,302          -



3. Approval, in a non-binding advisory vote, of the compensation of the Company's named executive officers:

                                 Votes                   Broker
                    Votes For   Against   Abstentions   Non-votes
                    3,961,800   104,849      6,945       189,071

4. Approval of the 2014 Equity Incentive Plan:

                                 Votes                    Broker
                   Votes For    Against    Abstentions   Non-votes
                   2,478,707   1,591,135      3,752       189,071



Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Number                                   Description

10.1*       The Form of Non-Qualified Stock Option Agreement (Management
            time-based grants) under the NVR, Inc. 2014 Equity Incentive Plan.
            Filed herewith.

10.2*       The Form of Non-Qualified Stock Option Agreement (Director time-based
            grants) under the NVR, Inc. 2014 Equity Incentive Plan. Filed
            herewith.

10.3*       The Form of Non-Qualified Stock Option Agreement (Management
            performance-based grants) under the NVR, Inc. 2014 Equity Incentive
            Plan. Filed herewith.

10.4*       The Form of Non-Qualified Stock Option Agreement (Director
            performance-based grants) under the NVR, Inc. 2014 Equity Incentive
            Plan. Filed herewith.

* Exhibit is a management contract or compensatory plan or arrangement.


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