OTHER INFORMATION.
−Removed: 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”).
−Removed: 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.
−Removed: The Bylaws Amendment is filed as Exhibit 3.4 to this report.
+Added: Not applicable.
The following exhibits are either filed herewith or incorporated herein by reference:
Certificate of Incorporation of Century Communities, Inc., as amended (incorporated by reference to Exhibit 3.1 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: Bylaws of Century Communities, Inc.
−Removed: (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 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: 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.
+Added: Restated Bylaws of Century Communities, Inc.
+Added: (filed herewith)
+Added: Second Amended and Restated Credit Agreement, dated as of May 21, 2021, by and among Century Communities, Inc., the lenders party thereto, Texas Capital Bank, National Association, as Administrative Agent and L/C Issuer, and Texas Capital Bank, National Association, BBVA USA, BofA Securities, Inc., Fifth Third Bank, National Association and U.S.
+Added: Bank National Association, as Joint Lead Arrangers and Joint Book Runners, and Wells Fargo Bank, N.A., as Syndication Agent (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on May 25, 2021 (File No.
List of Guarantor Subsidiaries (filed herewith)
17 unchanged sentences
Century Communities, Inc.
−Removed: April 28, 2021
+Added: July 28, 2021
/s/ Dale Francescon
2 unchanged sentences
(Co-Principal Executive Officer)
−Removed: April 28, 2021
+Added: July 28, 2021
/s/ Robert J.
1 unchanged sentence
(Co-Principal Executive Officer)
−Removed: April 28, 2021
+Added: July 28, 2021
/s/ David Messenger
2 unchanged sentences
(Principal Financial Officer)
−Removed: April 28, 2021
+Added: July 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.