8-KShareholder MattersCorporate ChangesExhibits & Filings

HORTON D R INC /DE/ 8-K Report, Rights Modification (Aug 23, 2010)

Filed August 23, 2010For Securities:DHI

Summary

This Form 8-K filing by D.R. Horton, Inc. (DHI) on August 23, 2010, primarily addresses the expiration of its Section 382 Rights Agreement and the subsequent elimination of its Series A Junior Participating Preferred Stock. The rights agreement expired on August 19, 2010, due to a lack of stockholder approval at the 2010 Annual Meeting. As a result, D.R. Horton filed a Certificate of Elimination with the Secretary of State of Delaware on August 20, 2010. This action effectively removes the provisions governing the Series A Junior Participating Preferred Stock from the company's Amended and Restated Certificate of Incorporation. For investors, this signifies a change in the company's capital structure and governance related to preferred stock, though it appears to be a procedural outcome following the failed stockholder vote on the rights agreement.

Key Highlights

  • 1Expiration of the Section 382 Rights Agreement on August 19, 2010, due to not receiving stockholder approval.
  • 2Filing of a Certificate of Elimination for Series A Junior Participating Preferred Stock with the Secretary of State of Delaware on August 20, 2010.
  • 3The Certificate of Elimination removes all provisions related to the Series A Junior Participating Preferred Stock from the company's charter documents.
  • 4This action follows the expiration of the rights agreement which was intended to be governed by the preferred stock provisions.
  • 5The filing does not involve any new financial transactions or operational updates, but rather a corporate housekeeping matter.
  • 6The company's Chief Financial Officer, Bill W. Wheat, signed the report, indicating the financial implications of such corporate actions.
  • 7The event date reported is August 19, 2010, with the filing date being August 23, 2010.

Frequently Asked Questions

The expiration of the Section 382 Rights Agreement means that the company's "poison pill" defense, designed to prevent hostile takeovers by making any acquisition prohibitively expensive, has lapsed. This typically occurs if stockholders do not approve its continuation or if its term ends. In this case, it expired due to a lack of stockholder approval.

The Series A Junior Participating Preferred Stock was a class of preferred stock that was part of the Section 382 Rights Agreement. Its elimination, through the Certificate of Elimination, formally removes its provisions from D.R. Horton's charter. This is a consequence of the rights agreement expiring, as the preferred stock was instrumental in its mechanics.

This specific filing is primarily a procedural corporate action related to governance and capital structure, not a direct financial event. The expiration of the rights agreement and elimination of preferred stock provisions are typically housekeeping matters that don't have an immediate, direct financial impact on the company's balance sheet or income statement, but they do alter the corporate governance framework.

It suggests that a majority of D.R. Horton's shareholders, when given the opportunity at the 2010 Annual Meeting, did not vote in favor of continuing or approving the Section 382 Rights Agreement. This could be due to various reasons, such as shareholder concerns about executive compensation, perceived lack of need for the defense, or other strategic disagreements.