UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~May~~July 1823, 2021

The New Home Company Inc.

(Exact name of registrant as specified in its charter)

Delaware	~~001-36283~~	27001-~~0560089~~36283	27-0560089
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
(State or other jurisdictionof incorporation)		(CommissionFile Number)	(IRS EmployerIdentification No.)
6730 N Scottsdale Rd., Suite 290, Scottsdale, Arizona		85253
(Address of principal executive offices)		(Zip Code)
	(602) 767-1426
Registrant’s telephone number, including area code


6730 N Scottsdale Rd., Suite 290, Scottsdale, Arizona		85253
(Address of principal executive offices)		(Zip Code)

(602) 767-1426

Registrant’s telephone number, including area code

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	~~Trading Symbol(s)~~	~~Name of each exchange on which registered~~TradingSymbol(s)		Name of each exchangeon which registered
Common Stock, $0.01 par value	~~NWHM~~	~~New York Stock Exchange~~NWHM		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 57.0201 ~~Departure~~Regulation ofFD ~~Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers~~Disclosure.

On July 23, 2021, The New Home Company Inc., a Delaware corporation (the "“Company"”), ~~held~~issued ~~its~~a ~~2021~~joint ~~Annual~~press ~~Meeting~~release ofannouncing ~~Stockholders (~~the ~~“Annual~~entry ~~Meeting”)~~into onan ~~May~~Agreement ~~18,~~and ~~2021. At~~Plan ~~the~~of ~~Annual~~Merger ~~Meeting,~~by ~~the~~and ~~Company’s~~among ~~stockholders approved~~ the ~~Second~~Company, ~~Amended~~Newport ~~and~~Holdings, ~~Restated~~LLC, ~~2016~~a ~~Incentive~~Delaware ~~Award~~limited ~~Plan~~liability ~~(the~~company (“~~Amended Plan~~Parent”)~~. The~~, ~~Amended~~and ~~Plan~~which ~~was~~is ~~adopted~~controlled by ~~the~~certain ~~Company's~~equity ~~Board~~funds ofmanaged ~~Directors~~by ~~(the~~Apollo ~~"Board")~~Management ~~on March 10~~IX, ~~2021~~L.P., ~~subject~~and toNewport ~~approval~~Merger bySub, ~~the Company’s stockholders~~Inc. ~~The~~, ~~Amended~~a ~~Plan~~Delaware ~~amends~~corporation and ~~restates~~wholly ~~the~~owned ~~Company’s~~subsidiary ~~Amended~~of ~~and~~Parent ~~Restated 2016 Incentive Award Plan~~ (~~the~~ “~~2016~~Merger ~~Plan~~Sub”). In ~~particular,~~A copy of the ~~Amended~~Press ~~Plan~~Release ~~makes~~is ~~the~~attached ~~following~~hereto ~~material~~as ~~changes~~Exhibit to99.1 ~~the~~and ~~2016~~incorporated ~~Plan:~~herein by reference.

i.The ~~Introduces~~information acontained ~~fungible~~in ~~share~~this ~~design~~Item ~~pursuant~~7.01 ~~to which each stock option or stock appreciation right granted under the Amended Plan after its effectiveness will be counted against the share pool as one share,~~ and ~~each~~in ~~other~~Exhibit ~~award~~99.1 ~~granted~~of ~~under~~this ~~the~~Report ~~Amended~~shall ~~Plan~~not ~~after its effectiveness will~~ be ~~counted~~deemed ~~against~~“filed” ~~the~~for ~~share~~purposes ~~pool~~of asSection 18 ~~1.2~~of ~~shares. ii. Increases~~ the ~~number~~Securities ofExchange ~~shares~~Act ~~available by 1,900,000 shares to an aggregate~~ of 41934,~~000,000~~ ~~shares; iii. Increases the number of shares which may be granted~~ as ~~incentive~~amended ~~stock options under~~ (the ~~Amended~~“Exchange ~~Plan~~Act”), byor ~~1,900,000~~otherwise ~~shares~~subject to ~~4,000,000 shares; iv. Increases~~ the ~~number~~liabilities of ~~shares~~ that ~~may be granted to any one person during any fiscal year of the Company by 150~~section,~~000~~ ~~shares~~nor toshall ~~750,000~~it ~~shares and increases the maximum aggregate amount of cash that may~~ be ~~paid~~incorporated inby ~~cash~~reference tointo any ~~one~~filing ~~person~~under ~~during any fiscal year by $1,000,000 to $7,000,000; v. Increases~~ the ~~limit~~Securities onAct ~~the total aggregate value~~ of ~~cash~~1933, ~~compensation and equity-based awards for any non-employee director for such director's service~~ as ~~a non-employee director during any fiscal year by $150~~amended,~~000~~ toor ~~$500,000; vi. Extends~~ the ~~term~~Exchange ~~of the Amended Plan through May 18~~Act, ~~2031;~~except ~~vii.~~as ~~Provides~~expressly ~~that~~set noforth ~~stock options or stock appreciation rights shall have reload features under which the exercise of such stock option or stock appreciation right~~ by aspecific ~~participant~~reference automatically entitles the participant to a new stock option or stock appreciation right; viii. Eliminates retirement as an exception to the one-year vesting requirement for awards under the Amended Plan; and ix. Generally provides for vesting of performance-based awards at “target” upon a change in ~~control,~~such ~~if not assumed or substituted by an acquiror~~filing.

~~The~~FORWARD-LOOKING ~~terms~~STATEMENTS and conditions of the Amended Plan are described in the section entitled “Proposal 2 – Approval of the Second Amended and Restated 2016 Incentive Award Plan” in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 5, 2021. The foregoing description of the Amended Plan does not purport to be complete and is qualified in its entirety by reference to the complete text of the Amended Plan, which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.

~~Item~~This 5document includes forward-looking statements which reflect management’s current views and estimates regarding the ability of the parties to complete the proposed transaction and the expected timing of completion of the proposed transaction, among other matters.07 ~~Submission~~The words “anticipate”, “assume”, “believe”, “continue”, “could”, “estimate”, “expect”, “forecast”, “future”, “guidance”, “imply”, “intend”, “may”, “outlook”, “plan”, “potential”, “predict”, “project”, and similar terms and phrases are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. The Company cannot assure investors that future developments affecting the Company will be those that it has anticipated. Actual results may differ materially from these expectations due to uncertainties related to the timing and expected financing of ~~Matters~~the tender offer and the merger; uncertainty surrounding how many of the Company’s stockholders will tender their shares in the tender offer; the possibility that any or all of the various conditions to the consummation of the tender offer, including the failure to receive required regulatory approvals from any applicable governmental entities, may not be satisfied or waived in a ~~Vote~~timely manner, if at all; the possibility of ~~Security~~business ~~Holders~~disruptions due to transaction-related uncertainty; the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement; and other risks and uncertainties including those identified under the heading “Risk Factors” in the Company’s most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, each of which are filed with the Securities and Exchange Commission (“SEC”) and available at www.sec.gov, and other filings that the Company may make with the SEC in the future. If one or more of these risks or uncertainties materialize, or if any of the Company’s assumptions prove incorrect, the Company’s actual results may vary in material respects from those projected in these forward-looking statements. Any forward-looking statement made by the Company in this document speaks only as of the date hereof. Factors or events that could cause the Company’s actual results to differ may emerge from time to time, and it is not possible for the Company to predict all of them. The Company does not undertake and specifically disclaims any obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by any applicable securities laws.

~~The~~IMPORTANT ~~Company~~ADDITIONAL ~~held~~INFORMATION ~~its~~AND ~~Annual~~WHERE ~~Meeting~~TO ofFIND ~~Stockholders~~IT on May 18, 2021. At the Annual Meeting, there were present in person or by proxy 15,829,675 votes, representing approximately 87.4% of the total outstanding eligible votes. The matters submitted to stockholders for a stockholder vote and vote totals noted below are the final voting results from the Annual Meeting.

~~Proposal~~The 1tender offer for the outstanding shares of common stock of the Company has not yet commenced. This communication is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell shares of the Company’s common stock. The solicitation and offer to buy shares of the Company’s common stock will only be made pursuant to the tender offer materials that Merger Sub intends to file with the U.S. Securities and Exchange Commission (the “SEC”). At the time the tender offer is commenced, Merger Sub will file a tender offer statement on Schedule TO with the SEC, and the Company will file a solicitation/recommendation statement on Schedule 14D-9 with respect to the tender offer. THE COMPANY’S STOCKHOLDERS ARE ADVISED TO READ THE SCHEDULE TO (INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND OTHER OFFER DOCUMENTS) AND THE SCHEDULE 14D-9, AS EACH MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME, AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE BEFORE THEY MAKE ANY DECISION WITH RESPECT TO THE TENDER OFFER BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND THE PARTIES THERETO. Both the tender offer statement and the solicitation/recommendation statement will be mailed to ’the Company’s stockholders free of charge. Investors and stockholders may obtain free copies of the Schedule TO and Schedule 14D-9, as each may be amended or supplemented from time to time, and other documents filed by the parties (when available) at the SEC’s web site at www.sec.gov, by contacting ’the Company’s Investor Relations either by telephone at (949) 382-7838, e-mail at investorrelations@nwhm.com or on ’the Company’s website at www.NWHM.com.

~~The~~Item ~~Company’s~~9.01 ~~stockholders~~Financial ~~elected~~Statements ~~the following three directors to the Board for a term of office expiring at the 2024 annual meeting of stockholders~~ and ~~until their successors are duly elected and qualified, with voting results as follows:~~Exhibits

Name	For	Withheld	Broker Non-Votes
Gregory P. Lindstrom	10,389,290	606,853	4,833,532
Cathey Lowe	10,826,445	169,698	4,833,532
Douglas C. Neff	10,817,472	178,671	4,833,532

Proposal 2

The Company’s stockholders voted to approve the Second Amended and Restated 2016 Incentive Award Plan with voting results as follows:

For	Against	Abstain	Broker Non-Votes
10,630,861	350,791	14,491	4,833,532

Proposal 3

The Company’s stockholders voted to approve, on an advisory basis, the compensation of the Company's named executive officers (the "say-on-pay" advisory vote) with voting results as follows:

For	Against	Abstain	Broker Non-Votes
10,703,452	277,591	15,100	4,833,532

Proposal 4

The Company’s stockholders ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for fiscal year ending December 31, 2021, with voting results as follows:

For	Against	Abstain	Broker Non-Votes
15,783,250	41,229	5,196	-

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

	10.1	The New Home Company Inc. Second Amended and Restated 2016 Incentive Award Plan.
ExhibitNo.		Description
	104	Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.
99.1		Press Release, dated July 23, 2021
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

~~SIGNATURES~~SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the ~~registrant~~Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: May 18, 2021
	The New Home Company Inc.
	By	/s/ John M. Stephens
		John M. Stephens, Executive Vice President and Chief Financial Officer

Dated: July 23, 2021


THE NEW HOME COMPANY, INC.

By:		/s/ Leonard Miller
Name:		Leonard Miller
Title:		President and Chief Executive Officer

Filing Compare · New Home Co Inc.