Schedule 14A


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Table of Contents
UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934


 

 

 

 

Filed by the Registrant x 

Filed by a Party other than the Registrant ¨

 

Check the appropriate box:

 

x

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 under 14a-12

 

BEAZER HOMES USA, 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):

 

 

x

No fee required.

 

 

¨

Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

 

 

 

 

(1)

Title of each class of securities to which transaction applies:

 

 

 

 

(2)

Aggregate number of securities to which transaction applies:

 

 

 

 

(3)

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 set forth the amount on which the filing fee is calculated and state how it was determined):

 

 

 

 

(4)

Proposed maximum aggregate value of transaction:

 

 

 

 

(5)

Total fee paid:

 

 

 

¨

Fee paid previously with preliminary materials.

 

 

¨

Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 

 

 

(1)

Amount Previously Paid:

 

 

 

 

(2)

Form, Schedule or Registration Statement No.:

 

 

 

 

(3)

Filing Party:

 

 

 

 

(4)

Date Filed:


Table of Contents
Beazer Homes USA, Inc.

1000 Abernathy Road, Suite 260, Atlanta, Georgia 30328


NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO THE STOCKHOLDERS OF BEAZER HOMES USA, INC.:

Notice is hereby given that the annual meeting of stockholders of Beazer Homes USA, Inc. will be held at 8:30 a.m., Eastern Time, on Tuesday, February 2, 2016, at our principal executive office at 1000 Abernathy Road, Suite 260, Atlanta, Georgia 30328. At this meeting, stockholders will vote on:


 

 

1.

The election of the eight nominees to our Board of Directors named in the accompanying Proxy Statement;

 

 

2.

The ratification of the selection of Deloitte & Touche LLP by the Audit Committee of our Board of Directors as our independent registered public accounting firm for the fiscal year ending September 30, 2016;

 

 

3.

A non-binding advisory vote regarding the compensation paid to the Company’s named executive officers, commonly referred to as a “Say on Pay” proposal;

 

 

4.

A proposal to amend our Amended and Restated Certificate of Incorporation to extend the term of a protective amendment designed to help preserve certain tax benefits primarily associated with our net operating losses;

 

 

5.

A proposal to approve a new Section 382 Rights Agreement to become effective upon the expiration of our existing Section 382 Rights Agreement, to help continue to protect the tax benefits primarily associated with our net operating losses; and

 

 

6.

Any other such business as may properly come before the meeting or any adjournments or postponements thereof.

Our Board of Directors has fixed the close of business on December 7, 2015 as the record date for the determination of stockholders entitled to notice of, and to vote at, the meeting. A copy of our Annual Report to stockholders is being mailed to you together with this notice.

We encourage you to take part in our affairs by voting through one of the following methods: by written ballot at the meeting, by telephone, by Internet or by mailing a written proxy card.

 

 

By Order of the Board of Directors,





 

 

STEPHEN P. ZELNAK, JR.

Non-Executive Chairman of the Board of Directors

Dated: December [__], 2015



 

 

YOUR VOTE IS IMPORTANT.

WHETHER OR NOT YOU PLAN TO ATTEND THIS MEETING, PLEASE PROMPTLY MARK, DATE, SIGN AND MAIL THE ENCLOSED PROXY CARD. A RETURN ENVELOPE, WHICH REQUIRES NO ADDITIONAL POSTAGE IF MAILED IN THE UNITED STATES, IS ENCLOSED FOR THAT PURPOSE. YOU MAY ALSO VOTE BY INTERNET OR TELEPHONE BY FOLLOWING INSTRUCTIONS ON THE ENCLOSED PROXY CARD.




TABLE OF CONTENTS


 

 

 

 

PAGE

 

 

IMPORTANT NOTICE REGARDING AVAILABILITY OF PROXY MATERIALS FOR ANNUAL MEETING

i

 

 

PROXY STATEMENT

1

Purpose

1

Voting Instructions

1

Expenses of Solicitation

3

 

 

CORPORATE GOVERNANCE

4

Board of Directors and Committees

4

Board Corporate Governance Practices

5

Procedures Regarding Director Candidates Recommended by Stockholders

8

Compensation Committee Interlocks and Insider Participation

8

Section 16(a) Beneficial Ownership Reporting Compliance

8

 

 

EXECUTIVE OFFICERS

9

 

 

PROPOSAL 1 — ELECTION OF DIRECTORS

10

General

10

Nominees

10

Recommendation

12

 

 

DIRECTOR COMPENSATION

13

Director Compensation Table

13

Narrative Disclosure to Director Compensation Table

13

 

 

PROPOSAL 2 — RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

16

Recommendation

16

 

 

REPORT OF THE AUDIT COMMITTEE

17

 

 

PRINCIPAL ACCOUNTANT FEES AND SERVICES

18

 

 

COMPENSATION DISCUSSION AND ANALYSIS

19

Executive Summary

19

Consideration of the 2015 Say on Pay Vote

23

Overall Compensation Philosophy and Objectives

23

Role of the Committee, Management and Compensation Consultants

24

Elements of Fiscal Year 2015 Executive Compensation

24

Elements of Fiscal Year 2016 Executive Compensation

29

Peer Groups for Fiscal Years 2015 and 2016

35

Other Elements of Executive Compensation

35

Various Compensation Policies

35

 

 

REPORT OF THE COMPENSATION COMMITTEE

36

 

 

EXECUTIVE COMPENSATION

37

Summary Compensation Table

37

Grants of Plan-Based Awards

38

Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table

38

Outstanding Equity Awards at Fiscal Year End

40

Option Exercises and Stock Vested

43

 

 
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