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: January 17, 2024
(Date of earliest event reported)
KB HOME
(Exact name of registrant as specified in its charter)
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| Delaware | | 1-9195 | | 95-3666267 |
| (State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
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10990 Wilshire Boulevard
Los Angeles, California 90024
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (310) 231-4000
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:
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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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| 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 $1.00 per share) | KBH | New York Stock Exchange |
| Rights to Purchase Series A Participating Cumulative Preferred Stock | | 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).
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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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(b) On January 17, 2024, director Melissa Lora informed the KB Home board of directors of her decision not to seek re-election at KB Home’s 2024 Annual Meeting of Stockholders. Ms. Lora will carry out the remainder of her term, which will end at the Annual Meeting, presently scheduled for April 18, 2024. Ms. Lora’s decision was not due to any disagreement with the board or KB Home.
(e) Annual Incentive Awards. On January 18, 2024, the board of directors management development and compensation committee determined the 2023 fiscal year incentive awards to eligible participants under KB Home’s annual incentive compensation program. In addition, the board of directors approved the award to Jeffery T. Mezger. Under the 2023 fiscal year incentive program, certain participants were paid a portion of their incentive payout in shares of restricted stock that will vest in equal installments over a three-year period beginning January 18, 2025. The incentive awards and forms of payout (cash and restricted stock) to KB Home’s named executive officers are set forth as applicable in the table below. The shares of restricted stock were calculated based on the closing price of KB Home common stock on January 18, 2024, which was $61.12.
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| Named Executive Officer | Total Annual Incentive | Cash | Restricted Stock ($) | Restricted Stock (#) |
| Jeff J. Kaminski | $ | 2,122,653 | | $ | 2,122,653 | | $ | — | | — | |
| Robert V. McGibney | 3,192,613 | 3,192,613 | | — | | — | |
| Jeffrey T. Mezger | 8,958,644 | 7,280,000 | | 1,678,644 | | 27,465 | |
| Albert Z. Praw | 1,701,060 | 1,701,060 | | — | | — | |
| Brian J. Woram | 1,576,983 | 1,545,600 | | 31,383 | | 513 | |
In addition, Mr. McGibney received a performance-based cash award payout of $531,358. This award was granted to Mr. McGibney in 2020, prior to his becoming an executive officer. The payout was based on KB Home achieving certain operating income-related performance in each year of the three-year performance period ending November 30, 2023.
Updated Form Indemnification Agreement. On January 18, 2024, the board of directors approved an updated form indemnification agreement for its non-employee directors, the above-named executive officers and certain other senior officers. The form indemnification agreement, as updated from the form the board approved on April 1, 2010, includes provisions for indemnification, advancement and contribution of expenses to supplement what is provided under the Company’s Restated Certificate of Incorporation and insurance policies, subject to certain requirements and limitations. The foregoing description of the indemnification agreement is qualified in its entirety by reference to the form attached as Exhibit 10.32.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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| 10.32 | | |
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| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
EXHIBIT INDEX
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| Exhibit No. | | Description |
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| 10.32 | | |
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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.
Date: January 22, 2024
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| KB Home |
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| By: | /s/ William A. (Tony) Richelieu |
| William A. (Tony) Richelieu |
| Vice President, Corporate Secretary
and Associate General Counsel |
