Current Report Filing (8-k)

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 7, 2022

Green Brick Partners, Inc.

 

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(Exact name of registrant as specified in its charter)

Delaware															001-33530						20-5952523
(State or other jurisdiction of incorporation)															(Commission File Number)						(IRS Employer Identification Number)
2805 Dallas Pkwy			,			Ste 400
Plano			,			TX			75093						(469)						573-6755
(Address of principal executive offices, including Zip Code)															(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report) Not Applicable

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			GRBK			The New York Stock Exchange
Depositary Shares (each representing a 1/1000th interest in a share of 5.75% Series A Cumulative Perpetual Preferred Stock, par value $0.01 per share)			GRBK PRA			The 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. ¨

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

Green Brick Partners, Inc. (the “Company”) held its Annual Meeting of Stockholders on June 7, 2022 (the “Annual Meeting”). At the Annual Meeting, the stockholders voted on the following items:

Proposal 1—Election of Directors

The election of eight directors to hold office until the Company’s 2023 Annual Meeting of Stockholders and the due election and qualification of their respective successors, or such nominee’s earlier death, removal or resignation received the following vote:

			Number of Votes
			For			Withheld			Broker Non-Votes
Elizabeth K. Blake			34,728,033			2,115,013			5,639,475
Harry Brandler			36,700,828			142,218			5,639,475
James R. Brickman			36,697,836			145,210			5,639,475
David Einhorn			36,624,365			218,681			5,639,475
John R. Farris			31,141,150			5,701,896			5,639,475
Kathleen Olsen			30,670,470			6,172,576			5,639,475
Richard S. Press			31,210,564			5,632,482			5,639,475
Lila Manassa Murphy			36,794,919			48,127			5,639,475

Each of the eight director nominees received a majority of the votes cast at the Annual Meeting and were elected as directors of the Company until the Company’s 2023 Annual Meeting of Stockholders and the due election and qualification of their respective successors, or such nominee’s earlier death, removal or resignation.

Proposal 2—Ratification of Appointment of Independent Registered Public Accounting Firm

The ratification of the appointment of RSM US LLP to serve as the independent registered public accounting firm for the Company for the fiscal year ending on December 31st, 2022 received the following vote:

Number of Votes
For			Against			Abstain
42,384,339			9,812			17,949

Proposal 2 was approved by the affirmative vote of a majority of the votes cast at the Annual Meeting. Thus, RSM US LLP was ratified to serve as the independent registered public accounting firm of the Company for the fiscal year ending on December 31st, 2022.

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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.

			GREEN BRICK PARTNERS, INC.
			By:			/s/ Richard A. Costello
						Richard A. Costello
						Chief Financial Officer

Date: June 9, 2022