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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
FORM 8-K
  
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest reported event): February 6, 2025
 
BEAZER HOMES USA, INC.
(Exact name of registrant as specified in its charter)
Delaware 001-12822 58-2086934
(State or other jurisdiction
of incorporation)		 (Commission
File Number)		 (IRS Employer
Identification No.)
2002 Summit Boulevard, 15th Floor
Atlanta, Georgia 30319
(Address of Principal Executive Offices)
(770) 829-3700
(Registrant’s telephone number, including area code)
None
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $0.001 par valueBZHNew York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨


Item 5.07
Submission of Matters to a Vote of Security Holders.
On February 6, 2025, the Company held its 2025 Annual Meeting of Stockholders. A total of 26,765,665 shares were represented in person or by valid proxy at the annual meeting and the Company’s stockholders took the following actions:
1.    Election of Directors. Stockholders elected Lloyd E. Johnson, John J. Kelley III, Allan P. Merrill, Peter M. Orser, Norma A. Provencio, June Sauvaget, Danny R. Shepherd, Alyssa P. Steele and C. Christian Winkle to serve as directors until the 2026 Annual Meeting of Stockholders and until their successors are elected and qualified. The vote totals for each of these individuals were:
DirectorShares ForShares AgainstShares AbstainedBroker Non-Votes
Lloyd E. Johnson23,057,565148,47074,4463,485,184
John J. Kelley III23,198,03227,96754,4823,485,184
Allan P. Merrill22,834,526391,32354,6323,485,184
Peter M. Orser22,560,309665,40754,7653,485,184
Norma A. Provencio22,255,081970,97754,4233,485,184
June Sauvaget23,155,90150,47874,1023,485,184
Danny R. Shepherd22,410,434796,50073,5473,485,184
Alyssa P. Steele23,137,89869,51573,0683,485,184
C. Christian Winkle23,154,03953,08773,3553,485,184

2.    Ratification of Independent Accountants. Stockholders ratified the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending September 30, 2025. The vote totals were: 26,350,350 shares for, 410,679 shares against and 4,636 share abstentions.

3.    Vote on Compensation of Named Executive Officers. Stockholders approved the compensation paid to the Company’s named executive officers for the fiscal year ending September 30, 2024. The vote totals were: 22,276,402 shares for, 969,559 shares against, 34,520 share abstentions and 3,485,184 broker non-votes.

Item 7.01Regulation FD Disclosure.
On February 6, 2025, the Company issued a press release announcing that it is accelerating the pace of its share repurchases, and provided an update regarding its net debt to net capitalization ratio expectations.

The information set forth in this Item 7.01 (including Exhibit 99.1) of this Current Report on Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933.

Item 9.01Financial Statements and Exhibits
(d) Exhibits
99.1
104Cover Page Interactive Data File (embedded within the Inline XBRL document)


SIGNATURES
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.
 
  BEAZER HOMES USA, Inc.
Date:
February 6, 2025  By:/s/ Michael A. Dunn
    Michael A. Dunn
Senior Vice President and General Counsel

EXHIBIT 99.1

image_0.jpg
FOR IMMEDIATE RELEASE
Beazer Homes Accelerates Pace of Share Repurchases
Updates Net Debt to Net Capitalization Ratio Expectations
Atlanta, Georgia – February 6, 2025 – Beazer Homes USA, Inc. (NYSE: BZH) today announced that it is accelerating the pace of its share repurchases in light of recent share price dislocation. The Company will continue to repurchase shares pursuant to the Company’s previously authorized share repurchase program, under which approximately $24.8 million remains available.
Since January 30th, after reporting earnings for the first quarter of 2025, the Company has repurchased approximately $4.1 million of its shares at a weighted average price of $21.86. The Company plans to increase the pace of its repurchases in light of current market conditions.
"We believe accelerating the pace of our share repurchases makes a lot of sense. The ability to buy back our shares at a significant discount to book value represents a compelling investment opportunity and we plan to act on it,” said Allan P. Merrill, Chairman and Chief Executive Officer.
Considering the acceleration of its share repurchase program, the Company also announced that debt reduction is expected to moderate in the near term. Specifically, the Company now projects its net debt to net capitalization ratio will be in the low 30% range by the end of fiscal 2026 and will be in the mid-to-high 30% range by the end of fiscal 2025. Notwithstanding this near-term moderation in leverage reduction, the Company remains committed to its long-term goal of reducing its net debt to net capitalization ratio below 30%. Furthermore, the Company reaffirmed its outlook for its two other Multi-Year Goals: reaching 200 active communities by the end of fiscal 2026 and starting 100% of its homes qualified as Zero Energy Ready by the end of calendar 2025.
“From a capital allocation perspective, we believe modestly slowing our deleveraging efforts in order to repurchase a meaningful amount of our stock at a significant discount to book value is fully consistent with our balanced growth strategy, which was specifically designed to give us the flexibility necessary to quickly respond to changing market conditions,” Mr. Merrill stated.
About Beazer Homes
Headquartered in Atlanta, Beazer Homes (NYSE: BZH) is one of the country’s largest homebuilders. Every Beazer home is designed and built to provide Surprising Performance, giving you more quality and more comfort from the moment you move in – saving you money every month. With Beazer's Choice Plans™, you can personalize a number of primary living areas – giving you a choice of how you want to live in the home, at no additional cost. And unlike most national homebuilders, we empower our customers to shop and compare loan options. Our Mortgage Choice program gives you the resources to easily compare multiple loan offers and choose the best lender and loan offer for you, saving you thousands over the life of your loan.


We build our homes in Arizona, California, Delaware, Florida, Georgia, Indiana, Maryland, Nevada, North Carolina, South Carolina, Tennessee, Texas, and Virginia. For more information, visit beazer.com, or check out Beazer on Facebook, Instagram and Twitter.
Forward-Looking Statements
This press release contains forward-looking statements. These forward-looking statements represent our expectations or beliefs concerning future events, including our plans to accelerate our share repurchases and moderate our debt reduction goals, and it is possible that the results described in this press release will not be achieved. These forward-looking statements are subject to risks, uncertainties and other factors, many of which are outside of our control, that could cause actual results to differ materially from the results discussed in the forward-looking statements, including, among others, the risks, uncertainties and other factors discussed under “Risk Factors” in the our Annual Report on Form 10-K for the fiscal year ended September 30, 2024, which was filed with the SEC on November 13, 2024. Statements in this press release that are “forward-looking” include, without limitation, statements about (i) our plans to accelerate the pace of share repurchases in light of current market conditions, (ii) our belief that buying back shares at a significant discount to book value represents a compelling investment opportunity, (iii) moderating our expectations with respect to our net debt to net capitalization ratios at the end of 2025 and 2026 and (iv) our plans and expectations with respect to capital allocation. Any forward-looking statement, including any statement expressing confidence regarding future outcomes, speaks only as of the date on which such statement is made and, except as required by law, we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made or to reflect the occurrence of unanticipated events. New factors emerge from time to time, and it is not possible to predict all such factors.
For more information, please contact:
David I. Goldberg
SVP and Chief Financial Officer
Beazer Homes USA, Inc.
770-829-3756
david.goldberg@beazer.com


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Cover Page
Jan. 30, 2025
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Document Type 8-K
Document Period End Date Feb. 06, 2025
Entity Registrant Name BEAZER HOMES USA, INC.
Entity Central Index Key 0000915840
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Entity Tax Identification Number 58-2086934
Entity Address, Address Line One 2002 Summit Boulevard
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Title of 12(b) Security Common Stock, $0.001 par value
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Document Information [Line Items]  
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Entity Address, Address Line Two 15th Floor
Entity Address, City or Town Atlanta
Entity Address, State or Province GA
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