--- schema_version: "secwatch.filing_event.v1" accession: "0001140361-23-022822" form_type: "8-K" ticker: "CCS" cik: "0001576940" company_name: "Century Communities, Inc." filed_at: "2023-05-04T23:59:59+00:00" generated_at: "2026-06-15T21:56:08.516532+00:00" event_type: "other_material" sentiment: "neutral" materiality_score: 0.25 calibrated_materiality_score: 0.25 confidence: "high" source: SEC EDGAR --- # Century Communities shareholders approve charter amendment, elect directors, ratify auditor ## Summary - Charter amendment to limit officer personal liability under Delaware law approved, 22.8M for vs 6.0M against. - All six director nominees elected; John P. Box received 19.3M for and 9.4M against (notable dissent). - Ratification of Ernst & Young as FY2023 auditor passed with 30.1M for, ~99.7% support. - Advisory vote on executive compensation approved, 26.6M for vs 2.0M against (93% support). ## SEC filing metadata - accession: 0001140361-23-022822 - form_type: 8-K - ticker: CCS - cik: 0001576940 - company_name: Century Communities, Inc. - filed_at: 2023-05-04T23:59:59+00:00 - event_type: other_material - sentiment: neutral - materiality_score: 0.25 - calibrated_materiality_score: 0.25 - confidence: high - sec_items: 5.03, 5.07, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1576940/000114036123022822/0001140361-23-022822-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1576940/000114036123022822/brhc20052470_8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001140361-23-022822 - JSON: https://secwatch.observer/filing/0001140361-23-022822.json - Plain text: https://secwatch.observer/filing/0001140361-23-022822.txt ## Key facts - Governance Changes Century Communities, Inc.: Amendment to Certificate of Incorporation to eliminate or limit personal liability of certain officers (effective 2023-05-03). - Change: charter amendment - Effective: 2023-05-03 source text: At an Annual Meeting of Stockholders of Century Communities, Inc. (the “Company”) held on May 3, 2023, the Company’s stockholders approved an amendment to the Company’s Certificate of Incorporation, as amended, to eliminate or limit the personal liability of certain officers of the Company as permitted by recent amendments to Delaware law (the “Charter Amendment”). evidence_url: https://www.sec.gov/Archives/edgar/data/1576940/000114036123022822/0001140361-23-022822-index.htm - Shareholder Votes Century Communities, Inc. shareholders approved Approval of the Charter Amendment at the 2023-05-03 meeting. - Proposal: charter amendment - Outcome: passed - Meeting: 2023-05-03 source text: Proposal No. 2 - Approval of the Charter Amendment. The Company’s stockholders approved the Charter Amendment by the following final voting results: Votes For Votes Against Votes Abstained Broker Non-Votes 22,759,779 5,967,082 37,382 1,467,286 evidence_url: https://www.sec.gov/Archives/edgar/data/1576940/000114036123022822/0001140361-23-022822-index.htm - Shareholder Votes Century Communities, Inc. shareholders approved Election of Directors at the 2023-05-03 meeting. - Proposal: director election - Outcome: passed - Meeting: 2023-05-03 source text: Proposal No. 1 - Election of Directors . The six director nominees proposed by the Board of Directors of the Company were elected to serve as members of the Board of Directors until the next annual meeting of stockholders and until their successors are duly elected and qualified by the following final voting results: Votes For Votes Against Votes Abstained Broker Non-Votes Dale Francescon 28,484,245 264,694 15,304 1,467,286 Robert J. Francescon 28,656,178 102,380 5,685 1,467,286 Patricia L. Arvielo 27,582,685 1,173,597 7,961 1,467,286 John P. Box 19,318,140 9,438,217 7,886 1,467,286 Keith R. Guericke 27,519,632 1,236,720 7,891 1,467,286 James M. Lippman 27,548,123 1,210,909 5,211 1,467,286 evidence_url: https://www.sec.gov/Archives/edgar/data/1576940/000114036123022822/0001140361-23-022822-index.htm - Shareholder Votes Century Communities, Inc. shareholders approved Ratification of Appointment of Independent Registered Public Accounting Firm at the 2023-05-03 meeting. - Proposal: auditor ratification - Outcome: passed - Meeting: 2023-05-03 source text: Proposal No. 3 - Ratification of Appointment of Independent Registered Public Accounting Firm. The ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2023, was approved by the Company’s stockholders by the following final voting results: Votes For Votes Against Votes Abstained Broker Non-Votes 30,129,183 98,887 3,459 0 evidence_url: https://www.sec.gov/Archives/edgar/data/1576940/000114036123022822/0001140361-23-022822-index.htm - Shareholder Votes Century Communities, Inc. shareholders approved Advisory Vote on Executive Compensation at the 2023-05-03 meeting. - Proposal: say on pay - Outcome: passed - Meeting: 2023-05-03 source text: Proposal No. 4 - Advisory Vote on Executive Compensation . The Company’s stockholders approved the proposal to approve, on an advisory basis, our executive compensation, by the following final voting results: Votes For Votes Against Votes Abstained Broker Non-Votes 26,562,313 1,957,750 244,180 1,467,286 evidence_url: https://www.sec.gov/Archives/edgar/data/1576940/000114036123022822/0001140361-23-022822-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.