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 (Date of earliest event reported): February 21, 2020
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||
(Address of principal executive offices) (Zip Code)
(703 ) 956-4000
(Registrant’s telephone number, including area code)
Not applicable
(Former name or former address, if changed since last report)
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
| 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)) | |||||
| Indicate by check mark whether the registrant is an emerging growth company as defined in Rule405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule12b-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 Section13(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. | ||||||||
On February 21, 2020, the Board of Directors of NVR, Inc. (the “Company”) appointed Sallie B. Bailey to the Board of Directors. Ms. Bailey's term as director will continue until the 2020 Annual Meeting of Shareholders and until her successor is duly elected and qualified. The Board of Directors has determined that Ms. Bailey is “independent” under the listing standards of the New York Stock Exchange. At this time, Ms. Bailey will not be appointed to any Board committees.
Ms. Bailey's compensation as a non-employee director will be consistent with that provided to all Company non-employee directors. In addition, Ms. Bailey received a grant of 820 non-qualified stock options under the NVR, Inc. 2018 Equity Incentive Plan to purchase NVR, Inc. common stock, and the terms of such grant are consistent with the grants to all Company non-employee directors. The stock options were issued utilizing the forms of agreement filed as Exhibits 10.2 and 10.4 to our Form 8-K filed on May 14, 2018.
A copy of the press release announcing Ms. Bailey's appointment is attached as Exhibit 99.1 hereto and incorporated herein by reference.
| Item 9.01 Financial Statements and Exhibits. | ||||||||
| (d) Exhibits | ||||||||
| Exhibit Number | Exhibit Description | |||||||
| 99.1 | ||||||||
| 104 | Inline XBRL for the cover page of this Current Report on Form 8-K. | |||||||
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.
| NVR, Inc. | ||||||||
| Date: February 26, 2020 | By: | /s/ Daniel D. Malzahn | ||||||
| Daniel D. Malzahn | ||||||||
| Senior Vice President, Chief Financial Officer and Treasurer | ||||||||
Exhibit 99.1
NVR, INC. APPOINTS NEW MEMBER TO BOARD OF DIRECTORS
February 24, 2020, Reston, VA—NVR, Inc. (NYSE: NVR) announced that Sallie B. Bailey has been appointed to its Board of Directors as an independent director effective February 21, 2020.
Ms. Bailey previously served as the Executive Vice President and Chief Financial Officer of Louisiana-Pacific Corporation, a leading manufacturer of engineered wood building products for residential, industrial and light commercial construction, from December 2011 to July 2018. Prior to working for Louisiana-Pacific Corporation, Ms. Bailey worked as the Vice President and Chief Financial Officer of Ferro Corporation, following an eleven-year career at The Timken Company in various senior management positions of increasing responsibility, lastly as Senior Vice President, Finance and Controller. Ms. Bailey also currently serves as a director of L3 Harris Technologies, Inc. and Azek Corporation.
About NVR
NVR, Inc. operates in two business segments: homebuilding and mortgage banking. The homebuilding segment sells and builds homes under the Ryan Homes, NVHomes, and Heartland Homes trade names, and operates in thirty-two metropolitan areas in fourteen states and Washington, D.C. For more information about NVR, Inc. and its brands, see www.nvrinc.com, www.ryanhomes.com, www.nvhomes.com and www.heartlandluxuryhomes.com.