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|8-KFeb 5, 5:28 PM ET

BEAZER HOMES USA INC 8-K

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Beazer Homes USA, Inc. Extends Charter Protections to Preserve NOLs

What Happened
Beazer Homes USA, Inc. (BZH) filed an 8-K on February 5, 2026 reporting results of its 2026 Annual Meeting and that shareholders approved a Certificate of Amendment to extend charter provisions designed to protect the company’s net tax deferred assets (including NOLs and energy-efficiency tax credits). The company filed the Certificate of Amendment with the Delaware Secretary of State on February 5, 2026; the Protective Amendment Extension becomes effective February 6, 2026. A total of 25,342,067 shares were represented at the meeting.

Key Details

  • Directors elected (terms to 2027): Howard C. Heckes (21,133,666 votes for), Lloyd E. Johnson (21,076,202), John J. Kelley III (21,136,805), Allan P. Merrill (20,925,327), Peter M. Orser (20,855,239), Norma A. Provencio (20,747,333), June Sauvaget (21,125,416), Alyssa P. Steele (21,131,177), C. Christian Winkle (20,986,049). Broker non-votes: 3,310,585.
  • Charter amendment vote (adoption of Protective Amendment Extension): 18,335,332 for, 3,658,294 against, 37,856 abstentions, 3,310,585 broker non-votes.
  • Related ratification of Rights Agreement: 17,328,702 for, 4,665,231 against, 37,549 abstentions, 3,310,585 broker non-votes.
  • Other votes: advisory approval of executive compensation — 19,205,515 for, 2,789,842 against, 36,025 abstentions; ratification of Deloitte & Touche LLP as auditor — 25,131,186 for, 206,373 against, 4,508 abstentions.

Why It Matters
The charter amendment and related rights agreement are intended to limit certain transfers that could change ownership percentages and jeopardize the company’s ability to use net operating losses and energy-efficiency tax credits. For investors, this is a governance action aimed at preserving potential tax assets on Beazer’s balance sheet; the amendment becomes effective February 6, 2026. Note the shareholder vote showed clear approval but also a sizable minority opposed the charter and rights agreement (millions of shares voted against), which may be relevant for governance and shareholder sentiment.