Forestar (NYSE: FOR) investors approve directors, pay and EY

Rhea-AI Filing Summary

Forestar Group Inc. reported results from its Annual Meeting of Stockholders held on January 19, 2026. Of 50,885,325 common shares eligible to vote, 48,470,427 were represented in person or by proxy, indicating strong participation.

Stockholders elected seven director nominees to serve until the 2027 annual meeting, with each receiving over 45.9 million votes in favor and relatively few votes against or abstentions. An advisory vote on executive compensation passed, with 45,275,426 votes for, 1,011,863 against, 21,563 abstentions, and 2,161,575 broker non-votes, signaling broad support for the pay programs.

Stockholders also ratified the appointment of Ernst & Young LLP as independent registered public accounting firm for the fiscal year ending September 30, 2026, with 48,440,500 votes for, 26,059 against, and 3,868 abstentions.

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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 19, 2026

 ______________________________

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 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

NYSE Texas

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 ☐

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

Item 5.07. Submission of Matters to a Vote of Security Holders.

On January 19, 2026, the Company held its Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, stockholders considered: (1) the election of seven 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 2026. There were 50,885,325 shares of Common Stock eligible to be voted at this meeting and there were 48,470,427 shares of Common Stock represented in person or by proxy. The Annual Meeting voting results of the four listed matters were as follows:

(1). Proposal One: Election of Directors. Stockholders elected each of the following nominees as a director to hold office until the 2027 Annual Meeting and until his or her successor is duly elected and qualified based on the following votes.

Nominee			For						Against						Abstain						Broker Non-Votes
Kellie L. Fischer			46,065,403						230,657						12,792						2,161,575
Samuel R. Fuller			46,032,521						264,807						11,524						2,161,575
Lisa H. Jamieson			46,009,140						286,930						12,782						2,161,575
Anthony W. Oxley			46,154,675						142,532						11,645						2,161,575
Elizabeth (Betsy) Parmer			46,005,433						290,495						12,924						2,161,575
George W Seagraves, II			45,975,167						322,148						11,537						2,161,575
Donald J. Tomnitz			46,118,837						178,371						11,644						2,161,575

(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
45,275,426						1,011,863						21,563						2,161,575

(3). Proposal Three: Ratify the 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, 2026 based on the following votes.

For						Against						Abstain
48,440,500						26,059						3,868

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 20, 2026

By:

/S/ JAMES D. ALLEN

James D. Allen

Executive Vice President and

Chief Financial Officer

FAQ

What did Forestar Group Inc. (FOR) hold on January 19, 2026?

Forestar Group Inc. held its Annual Meeting of Stockholders on January 19, 2026, where shareholders voted on directors, executive compensation, and the company’s independent auditor.

How many Forestar (FOR) shares were represented at the 2026 annual meeting?

There were 50,885,325 shares of common stock eligible to vote, and 48,470,427 shares were represented in person or by proxy at the meeting.

Were all director nominees elected at Forestar’s 2026 annual meeting?

Yes. All seven nominees, including Kellie L. Fischer, Samuel R. Fuller, Lisa H. Jamieson, Anthony W. Oxley, Elizabeth (Betsy) Parmer, George W. Seagraves, II, and Donald J. Tomnitz, were elected to serve until the 2027 annual meeting.

Did Forestar (FOR) stockholders approve executive compensation at the 2026 meeting?

Yes. The advisory vote on executive compensation was approved with 45,275,426 votes for, 1,011,863 against, 21,563 abstentions, and 2,161,575 broker non-votes.

Which auditor did Forestar Group Inc. stockholders ratify for fiscal 2026?

Stockholders ratified the appointment of Ernst & Young LLP as Forestar’s independent registered public accounting firm for the fiscal year ending September 30, 2026, with 48,440,500 votes for, 26,059 against, and 3,868 abstentions.

What were the broker non-votes at Forestar’s 2026 annual meeting?

There were 2,161,575 broker non-votes on the election of directors and the advisory vote on executive compensation.