UNITED STATES SECURITIES AND EXCHANGE COMMISSION

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________________________

FORM 8-K

~~CURRENT REPORT~~ ______________________________

~~Pursuant~~Current ~~to Section 13 OR 15(d)~~Report

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~November 18~~January 24, ~~2021~~2022

______________________________

Forestar Group Inc.

(Exact ~~Name~~name of ~~Registrant~~registrant as ~~Specified~~specified in its ~~Charter~~charter)

Delaware

~~001-33662~~

~~26-1336998~~

001-33662

26-1336998

(State or Other Jurisdiction of Incorporation)

(Commission File Number)

(IRS Employer Identification No.)

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

2221 E. Lamar Blvd., Suite 790, Arlington, Texas 76006

(Address of principal executive offices)

(817) 769-1860

(Registrant’s telephone number, including area code)

~~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:~~ ______________________________

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 (see General Instruction A.2. below):


☐			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))

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

Title of Each Class

Trading Symbol

Name of Each Exchange on Which Registered

Common Stock, par value $1.00 per share

FOR

New York Stock Exchange

Title of Each Class		TradingSymbol		Name of Each Exchange on Which Registered
Common Stock, par value $1.00 per share		FOR		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 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).

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. o

IfItem an5.07. Submission ~~emerging~~of ~~growth~~Matters ~~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) Vote of ~~the~~Security ~~Exchange Act~~Holders. ☐

~~Item~~On 1January 24, 2022, Forestar Group Inc.01 (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”). ~~Entry~~At ~~into~~the aAnnual ~~Material~~Meeting, ~~Definitive~~stockholders ~~Agreement~~considered: (1) the election of five director nominees named in the Company’s proxy statement, (2) an advisory vote on the approval of executive compensation, and (3) the ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal 2022. There were 49,591,221 shares of Common Stock eligible to be voted at this meeting and there were 47,495,182 shares of Common Stock represented in person or by proxy. The Annual Meeting voting results of the three listed matters were as follows:

~~On November 18, 2021, Forestar Group Inc.~~ (“Forestar”) entered into an equity distribution agreement (the “Equity Distribution Agreement”) with J.P. Morgan Securities LLC, Citigroup Global Markets Inc., Mizuho Securities USA LLC, Wells Fargo Securities, LLC, TD Securities (USA) LLC, Fifth Third Securities, Inc., BofA Securities, Inc., BTIG, LLC, and Nomura Securities International, Inc. (each, a “Sales Agent” and collectively, the “Sales Agents”) with respect to the offering and sale from time to time through the Sales Agents, as Forestar’s sales agents, of shares of Forestar’s common stock, par value $1~~.00 per share, having an aggregate offering price of up to $300 million (the “Shares”~~). Proposal ~~Sales~~One: ofElection ~~the Shares, if any, will be made by means~~ of ~~ordinary brokers’ transactions through the facilities of the New York Stock Exchange at market prices, in block transactions or as otherwise agreed between Forestar and the Sales Agents~~Directors. ~~Under~~Stockholders ~~the~~elected ~~terms~~each of the ~~Equity~~following ~~Distribution~~nominees ~~Agreement, Forestar may also sell Shares from time to time to a Sales Agent~~ as ~~principal for its own account at~~ a ~~price~~director to behold ~~agreed~~office ~~upon~~until at the ~~time~~2023 ofAnnual ~~sale.~~Meeting ~~The~~and ~~Equity~~until ~~Distribution~~his ~~Agreement~~or ~~provides~~her ~~that~~successor ~~each Sales Agent, when it~~ is ~~acting~~duly aselected ~~Forestar’s~~and ~~sales~~qualified ~~agent,~~based ~~will be entitled to compensation of up to 2% of the gross sales price of the Shares sold through such Sales Agent, depending~~ on the ~~number~~following ~~of Shares sold~~votes. ~~Forestar has no obligation to offer or sell any Shares under the Equity Distribution Agreement, and may at any time suspend offers and sales under the Equity Distribution Agreement.~~

In the ordinary course of business, certain of the Sales Agents or their respective affiliates have provided and may in the future provide commercial, financial advisory or investment banking services for Forestar and its subsidiaries for which they have received or will receive customary compensation.


Nominee	For	Against	Abstain	Broker Non-Votes
Samuel R. Fuller	45,549,820	318,361	7,808	1,619,193
Lisa H. Jamieson	45,594,492	278,786	2,711	1,619,193
G.F. (Rick) Ringler, III	45,188,589	679,445	7,955	1,619,193
Donald C. Spitzer	45,556,937	311,215	7,837	1,619,193
Donald J. Tomnitz	45,835,146	17,094	23,749	1,619,193

~~The~~(2). Proposal ~~Shares~~Two: ~~will~~Advisory beVote ~~issued~~on ~~pursuant~~the toApproval ~~Forestar’s~~of ~~shelf~~Executive ~~registration~~Compensation. ~~statement,~~Stockholders ~~which~~approved ~~became~~the ~~effective~~Company’s ~~October 8,~~executive ~~2021~~compensation ~~(Registration~~based ~~No. 333-259985),~~on ~~as supplemented by~~ the ~~prospectus~~following ~~supplement dated November 18, 2021~~votes.

The summary of the Equity Distribution Agreement in this report does not purport to be complete and is qualified by reference to the full text of the Equity Distribution Agreement, which is filed as Exhibit 1.1, to this Current Report on Form 8-K and is incorporated herein by reference. The legal opinion of Gibson, Dunn & Crutcher LLP relating to the Shares to be issued pursuant to the Equity Distribution Agreement is included as Exhibit 5.1 hereto.


For	Against	Abstain	Broker Non-Votes
45,268,536	366,043	241,410	1,619,193

~~Item~~(3). Proposal 9Three: Ratify the Appointment of Ernst & Young LLP as the Company’s Independent Registered Public Accounting Firm.~~01.~~ ~~Financial~~Stockholders ~~Statements~~approved ~~and~~the ~~Exhibits~~ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending September 30, 2022 based on the following votes.

(d) Exhibits


For	Against	Abstain
47,207,845	109,985	177,352

1.1		Equity Distribution Agreement, dated as of November 18, 2021, among Forestar Group Inc. and the Sales Agents named therein.
5.1		Opinion of Gibson, Dunn & Crutcher LLP.
23.1		Consent of Gibson, Dunn & Crutcher LLP (included in Exhibit 5.1).
104		Cover Page Interactive Data File (embedded within the Inline XBRL document contained in Exhibit 101).

SIGNATURE

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

~~Forestar Group Inc.~~

Forestar Group Inc.

Date: November 18, 2021

By:

/s/ James D. Allen

Date:

January 24, 2022

By:

/S/ ASHLEY DAGLEY

James D. Allen

Ashley Dagley

Executive Vice President, Chief Financial Officer and Treasurer

Vice President and Corporate Secretary

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