Forestar Group Inc. Files 8-K on Shareholder Votes and Bylaws

TL;DR

Forestar Group Inc. (FOR) filed an 8-K detailing shareholder votes and bylaw changes. Stay tuned for financial updates.

AI Summary

Forestar Group Inc. filed an 8-K on January 20, 2025, reporting on matters submitted to a vote of security holders and financial statements. The filing also includes amendments to its articles of incorporation or bylaws and a change in its fiscal year. The company, previously known as Forestar Real Estate Group Inc., is incorporated in Delaware.

Why It Matters

This filing provides updates on corporate governance and financial reporting, which are crucial for investors to understand the company's operational and structural changes.

Risk Assessment

Risk Level: low — The filing is a routine corporate disclosure and does not indicate any immediate financial distress or significant operational changes.

Key Numbers

• 001-33662 — SEC File Number (Identifies the company's filing with the SEC.)
• 26-1336998 — IRS Employer Identification No. (Company's tax identification number.)

Key Players & Entities

• Forestar Group Inc. (company) — Registrant
• Delaware (jurisdiction) — State of incorporation
• January 20, 2025 (date) — Date of earliest event reported
• Forestar Real Estate Group Inc. (company) — Former company name

FAQ

Key Financial Figures

• $1.00 — ich Registered Common Stock, par value $1.00 per share FOR New York Stock Exchange

Filing Documents

• for-20250120.htm (8-K) — 54KB
• a12312024exhibit31.htm (EX-3.1) — 15KB
• a12312024exhibit32.htm (EX-3.2) — 90KB
• 0001406587-25-000006.txt ( ) — 340KB
• for-20250120.xsd (EX-101.SCH) — 2KB
• for-20250120_def.xml (EX-101.DEF) — 15KB
• for-20250120_lab.xml (EX-101.LAB) — 26KB
• for-20250120_pre.xml (EX-101.PRE) — 16KB
• for-20250120_htm.xml (XML) — 3KB

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 January 20, 2025 , as described below, upon the recommendation of the Board of Directors (the "Board") of Forestar Group Inc., (the "Company") the Company's stockholders approved an amendment (the "Amendment") to the Company's Second Amended and Restated Certificate of Incorporation (the "Charter") to increase the monetary threshold above which (i) certain investment decisions must be approved by the Company's Board, rather than its Investment Committee (as defined in the Charter), and (ii) certain transactions require the prior written consent of D.R. Horton, Inc. As a result, the Company filed a Certificate of Amendment to the Charter with the Secretary of State of the State of Delaware on January 21, 2025 ("Certificate of Amendment"), which became effective upon filing. Subsequently, the Company also filed a Third Amended and Restated Certificate of Incorporation (the "Restated Charter") that integrated the Charter and the Amendment. The foregoing descriptions of the Amendment and the Restated Charter are qualified in their entirety by reference to the full text of the Certificate of Amendment and Restated Charter, respectively, copies of which are filed as Exhibit 3.1 and Exhibit 3.2, respectively, to this Current Report on Form 8-K and incorporated herein by reference.

07. Submission of Matters to a Vote of Security Holders

Item 5.07. Submission of Matters to a Vote of Security Holders. On January 20, 2025, the Company held its Annual Meeting of Stockholders ( the "Annual Meeting" ). At the Annual Meeting, stockholders considered: (1) the election of six director nominees named in the Company's proxy statement, (2) an advisory vote on the approval of executive compensation, (3) approval of an amendment to the Certificate of Incorporation and, (4) the ratification of the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for fiscal 2025. There were 50,669,946 shares of Common Stock eligible to be voted at this meeting and there were 48,530,408 shares of Common Stock represented in person or by proxy. The Annual Meeting voting results of the four listed matters were as follows: (1). Proposal One: Election of Directors . Stockholders elected each of the following nominees as a director to hold office until the 2026 Annual Meeting and until his or her successor is duly elected and qualified based on the following votes. Nominee For Against Abstain Broker Non-Votes Kellie L. Fischer 46,414,768 390,203 4,488 1,721,284 Samuel R. Fuller 43,884,440 2,913,608 11,411 1,721,284 Lisa H. Jamieson 44,209,673 2,595,641 4,145 1,721,284 Elizabeth (Betsy) Parmer 44,074,230 2,730,755 4,474 1,721,284 George W Seagraves, II 46,278,204 519,498 11,757 1,721,284 Donald J. Tomnitz 46,492,044 305,644 11,771 1,721,284 (2). Proposal Two: Advisory Vote on the Approval of Executive Compensation . Stockholders approved the Company's executive compensation based on the following votes. For Against Abstain Broker Non-Votes 45,273,953 1,446,711 88,795 1,721,284 (3). Proposal Three: Approval of an Amendment to the Certificate of Incorporation Stockholders approved an Amendment to the Certificate of Incorporation, based on the following votes: For Against Abstain Broker Non-Votes 46,726,864 8,819 73,776 1,721,284 (4). Proposal Four: Ratify the Appointment

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits 3.1 Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation of Forestar Group In c. 3.2 Third Amended and Restated Certificate of Incorporation of Forestar Group Inc. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document contained in Exhibit 101). 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. Forestar Group Inc. Date: January 22, 2025 By: / S / A SHLEY D AGLEY Ashley Dagley Senior Vice President and Corporate Secretary