OTHER INFORMATION.
+Added: As previously disclosed in a Current Report on Form 8-K as filed with the SEC on February 3, 2021, on February 3, 2021, the Board of Directors (the “Board”) of the Company approved and adopted an amendment to the Company’s Bylaws, as amended, to change the vote standard for the election of directors from a plurality to a majority of votes cast in uncontested elections and to make certain changes related to stockholder nominees (the “Bylaws Amendment”).
+Added: As part of the Bylaws Amendment, stockholder nominees are now required to provide a statement as to whether such stockholder nominee would be in compliance if elected as a director of the Company and will comply with all applicable corporate governance, conflict of interest, confidentiality, and stock ownership and trading policies and guidelines of the Company, including without limitation a new director resignation policy adopted by the Board during the first quarter of 2021.
+Added: The Bylaws Amendment is filed as Exhibit 3.4 to this report.
The following exhibits are either filed herewith or incorporated herein by reference:
2 unchanged sentences
(incorporated by reference to Exhibit 3.2 to the initial filing of the Company’s Registration Statement on Form S-1, filed with the SEC on May 5, 2014 (File No.
−Removed: Amendment to the Bylaws of Century Communities, Inc., adopted and effective on April 10, 2017 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed with the SEC on April 11, 2017 (File No.
−Removed: Amended and Restated Employment Agreement, effective as of July 28, 2020, between Century Communities, Inc.
−Removed: and Dale Francescon (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2020 (File No.
−Removed: Amended and Restated Employment Agreement, effective as of July 28, 2020, between Century Communities, Inc.
−Removed: and Robert J.
−Removed: Francescon (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2020 (File No.
−Removed: Amended and Restated Employment Agreement, effective as of July 28, 2020, between Century Communities, Inc.
−Removed: and David Messenger (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2020 (File No.
+Added: Amendment to the Bylaws of Century Communities, Inc., adopted and effective April 10, 2017 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed with the SEC on April 11, 2017 (File No.
+Added: Amendment to the Bylaws of Century Communities, Inc., adopted and effective February 3, 2021 (incorporated by reference to Exhibit 3.1 to Century Communities, Inc.’s Current Report on Form 8-K filed with the SEC on February 3, 2021 (File No.
List of Guarantor Subsidiaries (filed herewith)
17 unchanged sentences
Century Communities, Inc.
−Removed: October 28, 2020
+Added: April 28, 2021
/s/ Dale Francescon
2 unchanged sentences
(Co-Principal Executive Officer)
−Removed: October 28, 2020
+Added: April 28, 2021
/s/ Robert J.
1 unchanged sentence
(Co-Principal Executive Officer)
−Removed: October 28, 2020
+Added: April 28, 2021
/s/ David Messenger
2 unchanged sentences
(Principal Financial Officer)
−Removed: October 28, 2020
+Added: April 28, 2021
Chief Accounting Officer
1 unchanged sentence
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.