UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
Current Report
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| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On March 1, 2023, the Board of Directors of Taylor Morrison Home Corporation (the “Company”) approved an amendment and restatement of the Company’s by-laws (the “By-laws”) to, among other things, principally add procedural and informational requirements for shareholders that intend to use Rule 14a-19 (the “Universal Proxy Rule”) of the Securities Exchange Act of 1934, as amended. Such requirements include, without limitation, requiring a nominating shareholder to represent whether it intends to solicit proxies in accordance with the Universal Proxy Rule and to provide reasonable evidence that it has satisfied the Universal Proxy Rule, along with background information and disclosures. The By-laws also reflect updates to the provisions relating to adjournment procedures and lists of stockholders entitled to vote at stockholder meetings, in each case, to reflect recent amendments to the Delaware General Corporation Law, as well as other administrative and conforming changes.
The foregoing summary is qualified in its entirety by reference to the complete text of the By-laws, filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated in this Item 5.03 by reference. In addition, a marked copy of the By-laws showing all amendments effective as of March 1, 2023 is attached as Exhibit 3.2.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. |
Description | |
| 3.1 | Amended and Restated By-laws of the Company, effective as of March 1, 2023 | |
| 3.2 | Amended and Restated By-laws of the Company, marked to show amendments effective as of March 1, 2023 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
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.
| Taylor Morrison Home Corporation | ||
| By: | /s/ Darrell C. Sherman | |
| Name: | Darrell C. Sherman | |
| Title: | Executive Vice President, Chief Legal Officer and Secretary | |
Date: March 7, 2023