Taylor Morrison Home Corp false 0001562476 0001562476 2025-02-04 2025-02-04

 

 

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 Event Reported): February 4, 2025

 

 

Taylor Morrison Home Corporation

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-35873   83-2026677

(State or other jurisdiction

of incorporation)

  

(Commission

File Number)

  

(IRS Employer

Identification No.)

4900 N. Scottsdale Road, Suite 2000

Scottsdale, Arizona 85251

(Address of principal executive offices and zip code)

(480) 840-8100

(Registrant’s telephone number, including area code)

N/A

(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:

 

Name of each class

  

Trading

Symbol(s)

  

Name of each exchange

on which registered

Common Stock, $0.00001 par value   TMHC   New 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 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Effective as of March 1, 2025, the Board of Directors (the “Board”) of Taylor Morrison Home Corporation (the “Company”), on the recommendation of its Nominating and Governance Committee (the “Nominating Committee”), appointed Heather Ostis as an independent member of the Board to serve as a director until the Company’s annual meeting of stockholders to be held in 2025 and until her successor has been duly elected and qualified, or until her earlier death, resignation, retirement, disqualification or removal.

Ms. Ostis, age 46, has been the Chief Procurement Officer, Global Supply Chain for Starbucks since January 2024. Prior to joining Starbucks, Ms. Ostis served as the Vice President of Supply Chain Management at Delta Air Lines from August 2018 until January 2024. Ms. Ostis joined Delta from Aramark, where she served as their Vice President of Global Procurement and Supply Chain. Prior to Aramark, Ms. Ostis led the global consolidation of the Wyndham Worldwide Supply Chain. Ms. Ostis has a B.S. in finance from Indiana University and an MBA from George Mason University.

Under the Company’s annual compensation program for eligible directors, Ms. Ostis will be entitled to receive the Company’s standard compensation provided to all the Company’s independent directors for service on the Board (currently an $85,000 annual cash retainer and an annual equity award with a grant date fair value of $175,000 and payable in the form of restricted stock units (“RSUs”)). Ms. Ostis will also be entitled to participate in the Taylor Morrison Home Corporation Non-Employee Deferred Compensation Plan (the “Director Plan”). The material terms of the Taylor Morrison Home Corporation 2013 Omnibus Equity Award Plan, as amended and restated (the “Incentive Plan”), the RSUs, the Director Plan and the deferred stock units issued under the Director Plan are the same as those described in the Company’s definitive Proxy Statement on Schedule 14A filed with the SEC on April 10, 2024 and as provided in the Incentive Plan, the form of RSU award agreement, the Director Plan and the form of deferred stock unit agreement, each as previously filed with the SEC.

Ms. Ostis has also entered into the Company’s customary indemnification agreement for directors and officers.

 

Item 7.01.

Regulation FD Disclosure.

On February 4, 2025, the Company issued a press release announcing the appointment of Ms. Ostis to the Board. A copy of the Company’s press release is attached as Exhibit 99.1 to this report.

 

Item 9.01

Financial Statements and Exhibits.

 

(d)

Exhibits

 

Exhibit

No.

     
99.1    Press release issued February 4, 2025
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: February 4, 2025

Exhibit 99.1

FOR IMMEDIATE RELEASE

CONTACT:

media@taylormorrison.com

Taylor Morrison Welcomes Starbucks Executive to Board of Directors

Heather Ostis joins homebuilder’s board with extensive Fortune 500 experience in supply chain management

SCOTTSDALE, Ariz., Feb. 4, 2025 – Taylor Morrison (NYSE: TMHC), a national homebuilder and land developer, has appointed Starbucks Executive Heather Ostis to its Board of Directors effective March 1, 2025.

Ms. Ostis’ demonstrated leadership in global procurement and supply chain are integral functions for new construction and homebuilding. She currently serves as chief procurement officer, global supply chain for Starbucks, with previously held roles for Delta Airlines, Aramark and Wyndham Worldwide.

“As we look to the next evolution of our board, we feel privileged to draw upon Ms. Ostis’ experience in areas critical to the homebuilding process that will ultimately help us better serve the business,” said Taylor Morrison Chairman and CEO Sheryl Palmer.

This takes Taylor Morrison’s board composition from eight to nine members, with world-class talent bringing an increased range of skills and experience.

“This addition further demonstrates the Company’s commitment to understanding the evolving consumer demographics and assuring our Board has the knowledge as we continue to see shifts in the purchase and borrowing decisions on homes today,” Palmer added.

“With my career dedicated to guiding Fortune 500 companies through global supply chain transformations, there was a natural draw for me to want to join Taylor Morrison,” said Ms. Ostis. “Homebuilding has one of the most complicated supply chains and I look forward to lending my insight to the talented team as they navigate the complex world of national procurement.”

This announcement comes shortly after the appointment of Fletcher Previn to the board on Dec. 1, 2024. Mr. Previn currently serves as chief information officer for Cisco, with previous roles held at IBM and Walmart. Mr. Previn’s deep tenure in driving information technology simplification and secure IT infrastructures at scale brings critical perspective to Taylor Morrison’s IT and cybersecurity functions.

About Taylor Morrison

Headquartered in Scottsdale, Arizona, Taylor Morrison is one of the nation’s leading homebuilders and developers. We serve a wide array of consumers from coast to coast, including first-time, move-up, luxury and resort lifestyle homebuyers and renters under our family of brands—including Taylor Morrison, Esplanade and Yardly. From 2016-2025, Taylor Morrison has been recognized as America’s Most Trusted® Builder by Lifestory Research. Our long-standing commitment to sustainable operations is highlighted in our annual Sustainability and Belonging Report.

For more information about Taylor Morrison, please visit www.taylormorrison.com.

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Feb. 04, 2025
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Entity Incorporation State Country Code DE
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