UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________________________

FORM 8-K

______________________________

Current Report

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 1724, 2023

______________________________

Forestar Group Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-33662

26-1336998

(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 ~~Written~~the ~~communications~~appropriate ~~pursuant~~box below if the Form 8-K filing is intended to ~~Rule~~simultaneously ~~425~~satisfy the filing obligation of the registrant under any of the ~~Securities~~following ~~Act~~provisions (17see ~~CFR~~General ~~230~~Instruction A.~~425~~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))

☐ 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

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).

Emerging growth company ☐

~~Item~~If ~~5.07. Submission~~an ofemerging ~~Matters~~growth company, indicate by check mark if the registrant has elected not to ause ~~Vote~~the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of ~~Security~~the ~~Holders~~Exchange Act. o

OnItem ~~January 17, 2023, Forestar Group Inc~~2. ~~(the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”)~~02. Results ~~At the Annual Meeting, stockholders considered: (1) the election~~ of ~~five~~Operations director nominees named in the Company’s proxy statement, (2) an advisory vote on the approval of executive compensation, (3) the ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal 2023, (4) the approval of the 2022 Employee Stock Purchase Plan, and ~~(5)~~Financial ~~an advisory vote on the frequency of future advisory votes on executive compensation~~Condition. There were 49,772,555 shares of Common Stock eligible to be voted at this meeting and there were 47,726,189 shares of Common Stock represented in person or by proxy. The Annual Meeting voting results of the five listed matters were as follows:

~~(1). Proposal~~On ~~One:~~January 24, ~~Election~~2023, ofForestar ~~Directors~~Group Inc. ~~Stockholders~~issued ~~elected~~a ~~each~~press ofrelease ~~the~~announcing ~~following~~its ~~nominees~~results asand arelated ~~director~~information tofor ~~hold~~its ~~office~~first ~~until~~quarter ended December 31, 2022. A copy of the ~~2024~~press ~~Annual~~release ~~Meeting~~is ~~and~~attached ~~until~~hereto ~~his~~as orExhibit ~~her~~99.1 ~~successor~~and is ~~duly~~incorporated ~~elected~~by ~~and~~reference ~~qualified~~in ~~based~~its onentirety ~~the~~into ~~following~~this ~~votes~~Item 2.02.

Nominee	For	Against	Abstain	Broker Non-Votes
Samuel R. Fuller	45,781,735	546,828	13,073	1,384,553
Lisa H. Jamieson	45,796,938	536,675	8,023	1,384,553
G.F. (Rick) Ringler, III	43,316,557	2,395,367	629,712	1,384,553
Donald C. Spitzer	45,734,855	593,727	13,054	1,384,553
Donald J. Tomnitz	46,285,374	43,095	13,167	1,384,553

The information furnished in this Item 2.02 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

(2). Proposal Two: Advisory Vote on the Approval of Executive Compensation. Stockholders approved the Company’s executive compensation based on the following votes.

For						Against						Abstain						Broker Non-Votes
45,435,099						862,885						43,652						1,384,553

(3). Proposal Three: Ratification of Appointment of Ernst & Young LLP as the Company’s Independent Registered Public Accounting Firm. Stockholders approved the ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending September 30, 2023 based on the following votes.

For						Against						Abstain
47,625,038						96,518						4,633

(4). Proposal Four: Approval of the 2022 Employee Stock Purchase Plan. Stockholders approved the 2022 Employee Stock Purchase Plan based on the following votes.

For						Against						Abstain						Broker Non-Votes
46,245,247						89,306						7,083						1,384,553

(5). Proposal Five: Advisory Vote on the Frequency of Future Advisory Votes on Executive Compensation. Stockholders approved the frequency of future advisory votes on executive compensation based on the following votes.

1 Year						2 Years						3 Years						Abstain
45,183,934						59,466						1,087,999						10,237

Item 9.01. Financial Statements and Exhibits.

(d)	Exhibits
	10.1	Forestar Group Inc. 2022 Employee Stock Purchase Plan
	99.1	Press Release dated January 24, 2023 related to the Company's results and related information for the first quarter ended December 31, 2022.
	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.

Date:

January 1824, 2023

By:

/S/ ~~ASHLEY~~JAMES ~~DAGLEY~~D. ALLEN

Ashley Dagley

James D. Allen

Senior Vice President and Corporate Secretary

Executive Vice President and

Chief Financial Officer

Filing Compare · Forestar Group Inc.