Forestar Group Inc.
01/22/2025 | Press release | Distributed by Public on 01/22/2025 16:02
Proxy Results (Form 8-K)
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.