Dream Finders Homes Inc.
08/21/2026 | Press release | Distributed by Public on 08/21/2026 15:15
Proxy Results, Management Change/Compensation (Form 8-K)
Item 5.02(e) Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On August 20, 2026, Dream Finders Homes, Inc.'s (the "Company") Board of Directors ("Board") approved amendments (the "Amendments") to the Dream Finders Homes, Inc. 2021 Equity Incentive Plan (the "Plan"). The Amendments to the Plan (1) create an exception to the limit on the sum of (a) any cash, or other compensation and (b) the value of awards granted under the Plan as compensation for services as a non-employee director during any fiscal year of the Company to $400,000 for any non-employee director who serves as Chairman of the Board, Co-Chairman of the Board or Lead Director or in a similar role, as determined by the Board (the "Director Compensation Limit"); (2) change the governing law for the Plan from Delaware to Texas; and (3) modify the definition of "Fair Market Value" in the Plan to allow greater flexibility in the method by which the price of the Company's Class A Common Stock is used to determine value under the Plan (for amendments (2) and (3), collectively, the "Administrative Amendments"). The Administrative Amendments are effective as of the date of Board approval.
The amendment to the Director Compensation Limit was subject to shareholder approval. On August 20, 2026, the holder of a majority of the voting power of the Company's outstanding shares of common stock, acting by written consent in lieu of a meeting, approved the amendment to the Director Compensation Limit pursuant to the Texas Business Organizations Code and the Company's Bylaws and Certificate of Formation. The Company will file an information statement on Schedule 14C (the "Information Statement") with the Securities and Exchange Commission and send the Information Statement to the Company's shareholders notifying them of the approval of the amendment to the Director Compensation Limit. The amendment to the Director Compensation Limit will become effective at least 20 calendar days after the Information Statement is first mailed or otherwise furnished to the Company's shareholders.
The summary of the Amendments to the Plan in this Current Report on Form 8-K does not purport to be complete and is qualified in its entirety by reference to the full text of the Plan, as amended, which is filed herewith as Exhibit 10.1 and is incorporated into this Item 5.02 by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The information set forth in Item 5.02 is incorporated herein by reference.
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