---
schema_version: "secwatch.filing_event.v1"
accession: "0001580670-23-000068"
form_type: "8-K"
ticker: "LGIH"
cik: "0001580670"
company_name: "LGI Homes, Inc."
filed_at: "2023-05-01T23:59:59+00:00"
generated_at: "2026-06-16T04:59:22.602270+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.25
calibrated_materiality_score: 0.25
confidence: "high"
source: SEC EDGAR
---

# LGI Homes adopts officer exculpation amendment; annual meeting votes pass all proposals

## Summary
- Certificate of incorporation amended to exculpate officers from personal liability for direct claims (excluding breaches of loyalty, bad faith, etc.).
- All 7 director nominees elected at April 27 annual meeting; Ryan Edone, Eric Lipar, Shailee Parikh, Bryan Sansbury, Maria Sharpe, Steven Smith, Robert Vahradian.
- Stockholders ratified Ernst & Young as independent auditor for FY2023 (18.1M for, 131K against).
- Advisory votes on 2022 executive compensation and officer exculpation amendment both approved (15.9M for each).

## SEC filing metadata
- accession: 0001580670-23-000068
- form_type: 8-K
- ticker: LGIH
- cik: 0001580670
- company_name: LGI Homes, Inc.
- filed_at: 2023-05-01T23:59:59+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/1580670/000158067023000068/0001580670-23-000068-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1580670/000158067023000068/lgih-20230427.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001580670-23-000068
- JSON: https://secwatch.observer/filing/0001580670-23-000068.json
- Plain text: https://secwatch.observer/filing/0001580670-23-000068.txt

## Key facts
- Governance Changes
  LGI Homes, Inc.: Amended Certificate of Incorporation to provide for exculpation of certain officers from personal liability under certain circumstances as permitted by Delaware law (effective 2023-04-28).
  - Change: charter amendment
  - Effective: 2023-04-28
  source text: Effective April 28, 2023, LGI Homes, Inc. (the “Company”) amended the Certificate of Incorporation of the Company (the “Certificate of Incorporation”) to provide for exculpation of certain officers of the Company from personal liability under certain circumstances as permitted by Delaware law (the “Amendment”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/1580670/000158067023000068/0001580670-23-000068-index.htm
- Shareholder Votes
  LGI Homes, Inc. shareholders approved Ratification of Appointment of Independent Registered Public Accounting Firm at the 2023-04-27 meeting.
  - Proposal: auditor ratification
  - Outcome: passed
  - Meeting: 2023-04-27
  source text: Ratification of Appointment of Independent Registered Public Accounting Firm (Item 2) The appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023 was ratified:
  evidence_url: https://www.sec.gov/Archives/edgar/data/1580670/000158067023000068/0001580670-23-000068-index.htm
- Shareholder Votes
  LGI Homes, Inc. shareholders approved Advisory Vote to Approve the Compensation Paid to the Named Executive Officers for 2022 at the 2023-04-27 meeting.
  - Proposal: say on pay
  - Outcome: passed
  - Meeting: 2023-04-27
  source text: Advisory Vote to Approve the Compensation Paid to the Named Executive Officers for 2022 (Item 3) The advisory vote on the compensation paid to the named executive officers for 2022 was approved:
  evidence_url: https://www.sec.gov/Archives/edgar/data/1580670/000158067023000068/0001580670-23-000068-index.htm
- Shareholder Votes
  LGI Homes, Inc. shareholders approved Advisory Vote to Amend the Certificate of Incorporation for Exculpation of Officers at the 2023-04-27 meeting.
  - Proposal: charter amendment
  - Outcome: passed
  - Meeting: 2023-04-27
  source text: Advisory Vote to Amend the Certificate of Incorporation for Exculpation of Officers (Item 4) The advisory vote on the certificate of incorporation for exculpation of officers for 2022 was approved:
  evidence_url: https://www.sec.gov/Archives/edgar/data/1580670/000158067023000068/0001580670-23-000068-index.htm
- Shareholder Votes
  LGI Homes, Inc. shareholders approved Election of Directors at the 2023-04-27 meeting.
  - Proposal: director election
  - Outcome: passed
  - Meeting: 2023-04-27
  source text: Election of Directors (Item 1) The following nominees for director were elected to serve one-year terms expiring at the Company’s 2024 annual meeting of stockholders:
  evidence_url: https://www.sec.gov/Archives/edgar/data/1580670/000158067023000068/0001580670-23-000068-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.