UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Information responsive to Item 5.02(b):
On August 4, 2022, Eagle Materials Inc. (“Company”) received resignation letters from directors F. William Barnett and Ed H. Bowman. Their resignations were effective upon the certification of the results of the election of directors at the Annual Meeting. Messrs. Barnett and Bowman each indicated that his decision to resign follows the Company’s director retirement policy and does not arise from any disagreement on any matter related to the Company’s operations, policies or practices.
Item 5.07. Submission of Matters to a Vote of Security Holders.
The Company held its Annual Meeting of Stockholders on August 5, 2022. At the Annual Meeting, George J. Damiris, Martin M. Ellen and David B. Powers were elected to the Board of Directors by the holders of the Company’s Common Stock, par value $0.01 per share, to serve until the 2025 Annual Meeting of Stockholders. The Company’s stockholders also approved an advisory resolution regarding the compensation of the Company’s named executive officers, as well as the expected appointment by the Company’s Board of Directors of Ernst & Young LLP as the Company’s independent auditors for the fiscal year ending March 31, 2023. Voting results for the director nominees and the other proposals are summarized below:
Election of Class I Directors
Number of Shares of Common Stock | ||||||||||||||||
Director Nominee |
For | Against | Abstain | Broker Non-Votes |
||||||||||||
George J. Damiris |
31,935,596 | 1,673,704 | 11,544 | 1,830,220 | ||||||||||||
Martin M. Ellen |
27,499,657 | 5,880,193 | 240,994 | 1,830,220 | ||||||||||||
David B. Powers |
31,599,181 | 2,011,143 | 10,520 | 1,830,220 |
Margot L. Carter, Michael R. Nicolais, Mary P. Ricciardello and Richard R. Stewart continue to serve as directors with a term expiring in 2023. Richard Beckwitt, Mauro Gregorio and Michael R. Haack continue to serve as directors with a term expiring in 2024.
Approval of an advisory resolution regarding the compensation of the Company’s named executive officers
Number of Shares of Common Stock | ||||||
For |
Against |
Abstain |
Broker Non-Votes | |||
31,478,231 |
1,844,461 | 298,152 | 1,830,220 |
Approval of Ernst & Young LLP as the Independent Auditors
Number of Shares of Common Stock | ||||||
For |
Against |
Abstain |
Broker Non-Votes | |||
34,571,771 |
853,127 | 26,166 | 0 |
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.
EAGLE MATERIALS INC. | ||
By: | /s/ Matt Newby | |
Matt Newby Executive Vice President, General Counsel and Secretary |
Date: August 8, 2022