Century Communities Inc
For the period ended May 8, 2024. Filed Mar 27, 2024.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 8, 2024 · Filed Mar 27, 2024
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UNITED STATES**
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
(Rule 14a-101)
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant☒
Filed by a Party other than the Registrant☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material Pursuant to §240.14a-12 |
Century Communities, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
| ☒ | No fee required. |
| ☐ | Fee paid previously with preliminary materials. |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
8390 East Crescent Parkway, Suite 650
Greenwood Village, Colorado 80111
(303) 770-8300
FROM OUR CHAIRMAN OF THE BOARD AND CO-CHIEF EXECUTIVE OFFICERS
Dear Fellow Stockholders:
We are extremely pleased with the performance and resilience demonstrated by the Century Communities team throughout 2023, which was a difficult yet rewarding year for our Company. The year began with home buyers sitting on the sidelines still trying to adjust to the rapidly rising mortgage rates that began in the second half of 2022 and continued into 2023. As interest rates began to stabilize, homebuyers returned to the market, highlighting the strong underlying demand for new homes driven by positive demographics and lack of existing home inventory.
As demand for new homes improved, we quickly increased the number of homes under production, ramped up our land acquisition efforts and focused incentives to monetize homes with near term deliveries. As the result of these initiatives, we saw our deliveries and profitability improve in the second half of 2023 over levels in the first half of the year, with fourth quarter 2023 deliveries rising to the highest quarterly level in our history.
Our goal as a Company is to provide our homebuyer with A Home for Every Dream®and we accomplish this by offering our customers some of the most affordable homes in our industry. Our focus on this goal enabled us to overcome the challenges encountered in 2023. As a result, we achieved our 21 st consecutive year of profitability and ended the year with the strongest balance sheet, lowest leverage and highest share price of any year end in our entire history.
Together with the Board of Directors and the management team at Century Communities, we are pleased to invite you to our 2024 Annual Meeting of Stockholders, which will be held at the Hyatt Regency Denver Tech Center located at 7800 East Tufts Avenue, Denver, Colorado 80237, at 1:00 p.m. local time, on Wednesday, May 8, 2024.
At the Annual Meeting, stockholders will be asked to consider and vote upon the following proposals: (1) to elect seven directors to serve for the ensuing year as members of the Board of Directors of Century; (2) to ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024; (3) to approve, on an advisory basis, our executive compensation; (4) to approve, on an advisory basis, the frequency of future advisory votes on executive compensation; and (5) to transact such other business as may properly come before the Annual Meeting or at any continuation, postponement, or adjournment thereof. The accompanying Notice of 2024 Annual Meeting of Stockholders and proxy statement describe these matters in more detail. We urge you to read this information carefully.
The Board of Directors recommends a vote:FOR each of the seven nominees for director named in the proxy statement; for a frequency of everyONE YEAR for future advisory votes on executive compensation; andFOR the approval of the other proposals being submitted to a vote of stockholders.
Voting your shares of Century common stock is easily achieved without the need to attend the Annual Meeting in person. Regardless of the number of shares of Century common stock that you own, it is important that your shares be represented and voted at the Annual Meeting. Therefore, we urge you to vote your shares of Century common stock via the Internet, by telephone, or by promptly marking, dating, signing, and returning the proxy card. Voting over the Internet, by telephone, or by written proxy will ensure that your shares are represented at the Annual Meeting.
On behalf of the Board of Directors, we thank you for your participation, investment and continued support.
Sincerely,
Robert J. Francescon Co-Chief Executive Officer and President Dale Francescon Chairman of the Board and Co-Chief Executive Officer
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NOTICE OF 2024 ANNUAL MEETING OF STOCKHOLDERS
The 2024 Annual Meeting of Stockholders of Century Communities, Inc., a Delaware corporation, will be held on Wednesday, May 8, 2024, at 1:00 p.m. local time at the Hyatt Regency Denver Tech Center located at 7800 East Tufts Avenue, Denver, Colorado 80237, for the following purposes:
| 1. | To elect seven directors to serve as members of the Board of Directors of Century until the next annual meeting of stockholders and until their successors are duly elected and qualified. The director nominees named in the proxy statement for election to the Board of Directors are: Dale Francescon, Robert J. Francescon, Patricia L. Arvielo, John P. Box, Keith R. Guericke, James M. Lippman, and Elisa Zúñiga Ramírez; |
| 2. | To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 2024; |
| 3. | To approve, on an advisory basis, our executive compensation; |
| 4. | To approve, on an advisory basis, the frequency of future advisory votes on executive compensation; and |
| 5. | To transact such other business as may properly come before the Annual Meeting or at any continuation, postponement, or adjournment thereof. |
The proxy statement accompanying this Notice describes each of these items of business in detail. Only holders of record of our common stock at the close of business on March 11, 2024 are entitled to notice of, to attend, and to vote at the Annual Meeting or any continuation, postponement, or adjournment thereof. A list of such stockholders will be available for inspection, for any purpose germane to the Annual Meeting, at our principal executive offices during regular business hours for a period of no less than 10 days prior to the Annual Meeting.
To ensure your representation at the Annual Meeting, you are urged to vote your shares of Century common stock via the Internet, by telephone, or by promptly marking, dating, signing, and returning the proxy card. If your shares of Century common stock are held by a bank, broker, or other agent, please follow the instructions from your bank, broker, or other agent to have your shares voted.
BY ORDER OF THE BOARD OF DIRECTORS Dale Francescon Chairman of the Board and Co-Chief Executive Officer
Greenwood Village, Colorado
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TABLE OF CONTENTS
| PROXY STATEMENT SUMMARY | 6 |
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| OUR COMMITMENT TO ENVIRONMENTAL, SOCIAL AND GOVERNANCE PRINCIPLES | 14 |
| CORPORATE GOVERNANCE | 16 |
| EXECUTIVE OFFICERS | 33 |
| PROPOSAL NO. 1: ELECTION OF DIRECTORS | 35 |
| PROPOSAL NO. 2: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 41 |
| PROPOSAL NO. 3: ADVISORY VOTE ON EXECUTIVE COMPENSATION | 44 |
| PROPOSAL NO. 4: ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION | 47 |
| COMPENSATION DISCUSSION AND ANALYSIS | 49 |
| COMPENSATION COMMITTEE REPORT | 64 |
| EXECUTIVE COMPENSATION | 65 |
| DIRECTOR COMPENSATION | 83 |
| CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS | 86 |
| STOCK OWNERSHIP | 87 |
| INFORMATION ABOUT THE 2024 ANNUAL MEETING | 92 |
| OTHER MATTERS | 98 |
| APPENDIX A – RECONCILIATION OF NON-GAAP FINANCIAL MEASURES | 101 |
References in this proxy statement to:
| ● | “Century,” “we,” “us,” “our,” or the “Company” refer to Century Communities, Inc.; |
| ● | “Board” refer to the Board of Directors of Century; |
| ● | “Annual Meeting” or “meeting” refer to our 2024 Annual Meeting of Stockholders; and |
| ● | “2023 Annual Report” or “2023 Annual Report to Stockholders” refer to our Annual Report to Stockholders for 2023, including our Annual Report on Form 10-K for the year ended December 31, 2023, being made available together with this proxy statement. |
Information on our website and any other website referenced herein is not incorporated by reference into, and does not constitute a part of, this proxy statement.
™ and ® denote trademarks and registered trademarks of Century Communities, Inc. or our affiliates, registered as indicated in the United States. All other trademarks and trade names referred to in this proxy statement are the property of their respective owners.
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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.