D.R. Horton Files 8-K: Director Changes, Officer Appointments, Bylaw Amendments

TL;DR

DHI filed an 8-K: new directors, exec comp changes, and bylaws updated. Fiscal year now ends 9/30.

AI Summary

On August 23, 2024, D.R. Horton, Inc. filed an 8-K report detailing several key events. The company announced the election of new directors and the appointment of certain officers, alongside updates to compensatory arrangements for its executives. Additionally, the filing included amendments to its Articles of Incorporation or Bylaws and a change in its fiscal year end to September 30th.

Why It Matters

This filing indicates potential shifts in corporate governance and executive compensation, which could impact the company's strategic direction and operational management.

Risk Assessment

Risk Level: low — The filing primarily concerns routine corporate governance updates and administrative changes, with no immediate financial distress or significant operational disruption indicated.

Key Numbers

• 1-14122 — SEC File Number (Identifies the company's filing with the SEC.)
• 75-2386963 — IRS Employer Identification No. (Company's tax identification number.)

Key Players & Entities

• D.R. Horton, Inc. (company) — Registrant
• August 23, 2024 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of incorporation
• September 30 (date) — New Fiscal Year End

FAQ

Filing Documents

• dhi-20240823.htm (8-K) — 39KB
• exhibit31amendedbylaws.htm (EX-3.1) — 186KB
• exhibit991bodappointments.htm (EX-99.1) — 10KB
• 0000882184-24-000043.txt ( ) — 440KB
• dhi-20240823.xsd (EX-101.SCH) — 2KB
• dhi-20240823_def.xml (EX-101.DEF) — 16KB
• dhi-20240823_lab.xml (EX-101.LAB) — 27KB
• dhi-20240823_pre.xml (EX-101.PRE) — 16KB
• dhi-20240823_htm.xml (XML) — 4KB

03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On August 23, 2024, the Board of Directors of D.R. Horton, Inc. (the "Company") approved and adopted amended and restated bylaws (the "Amended and Restated Bylaws"), which became effective the same day. Among other things, the amendments effected by the Amended and Restated Bylaws: more closely align the Amended and Restated Bylaws to the Delaware General Corporation Law; clarify and update certain procedural and disclosure requirements in the advance notice provisions relating to the requirements for stockholder-submitted nominations and/or other business proposals, including, among other things, to clarify the Board's role in determining the validity of a stockholder's notice under the advance notice bylaws and to clarify and revise the scope of information and disclosures required regarding proposing stockholders, proposed nominees, and other related persons; 2 clarify the timing requirements for stockholder notices if the annual meeting is changed by more than thirty days before or more than forty-five days after the anniversary date of the previous year's annual meeting; revise the requirement that a stockholder make a representation as to whether such stockholder intends to solicit proxies in support of director nominees and provide evidence of any such solicitation, and include a similar requirement with respect to any solicitation in support of other business proposed to be presented at stockholder meetings; and require that a stockholder directly or indirectly soliciting proxies from other stockholders use a proxy card color other than white. The Amended and Restated Bylaws also incorporate ministerial, clarifying and conforming changes. The foregoing description is a summary and is qualified in its entirety by reference to the full text of the Amended and Restated Bylaws, a copy of which is attached as Exhibit 3.1 hereto and is incorporated by reference herein

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits 3.1 Amended and Restated Bylaws of D.R. Horton, Inc., effective as of August 23, 2024. 99.1 Press Release dated August 28, 2024. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document contained in Exhibit 101). 3 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. D.R. Horton, Inc. Date: August 28, 2024 By: /s/ T HOMAS B. M ONTAO Thomas B. Montao Senior Vice President and Corporate Secretary 4