How did the new Hovnanian (HOV) stock incentive plan change share availability?

The amended 2020 Hovnanian stock incentive plan increases the reserve of Class A and Class B common stock for future equity awards by 100,000 shares. Other terms are described as substantially identical to the prior plan, continuing the company’s existing equity compensation structure.

Hovnanian (NYSE: HOV) investors back expanded stock plan and exec pay

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Hovnanian Enterprises held its 2026 annual meeting, where stockholders approved the Fourth Amended and Restated 2020 Stock Incentive Plan. The updated plan is substantially identical to the prior version but increases the reserve of Class A and Class B common stock for future equity awards by 100,000 shares.

All nominated directors were elected, with individual vote totals ranging from 9,354,765 to 10,562,136 votes for. Stockholders also ratified Deloitte & Touche LLP as independent auditor for the fiscal year ending October 31, 2026 and supported executive compensation in a non-binding advisory vote.

8-K Event Classification

3 items: 5.02, 5.07, 9.01

3 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

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

Results of a shareholder vote on proposals at an annual or special meeting.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Equity plan share increase: 100,000 shares Auditor ratification votes for: 11,603,036 votes Say-on-pay support: 9,928,102 votes for +2 more

5 metrics

Equity plan share increase 100,000 shares Additional Class A and Class B common stock reserved for future grants under amended 2020 plan

Auditor ratification votes for 11,603,036 votes Support for Deloitte & Touche LLP as auditor for fiscal year ending October 31, 2026

Say-on-pay support 9,928,102 votes for Advisory approval of named executive officer compensation at 2026 annual meeting

Stock plan approval votes for 9,919,750 votes Approval of Fourth Amended and Restated 2020 Stock Incentive Plan

Top director vote total 10,562,136 votes Votes for director nominee J. Sorsby at 2026 annual meeting

Key Terms

Stock Incentive Plan, broker non-votes, non-binding advisory vote, independent registered public accounting firm, +1 more

5 terms

Stock Incentive Plan financial

"Fourth Amended and Restated 2020 Hovnanian Enterprises, Inc. Stock Incentive Plan"

A stock incentive plan is a company program that gives employees or directors pieces of ownership or the right to buy shares over time, similar to receiving a bonus paid in company stock instead of cash. Investors pay attention because these plans align staff incentives with long‑term company performance but can also dilute existing shareholders and affect reported profits when grants are expensed, so they influence both ownership percentages and financial results.

broker non-votes regulatory

"Abstentions and broker non-votes had no effect on the outcome"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

non-binding advisory vote regulatory

"Non-binding advisory vote on approval of the compensation of the Company’s named executive officers"

A non-binding advisory vote is a shareholder vote that expresses investors’ opinion on a proposal (such as executive pay, corporate policy, or governance practices) but does not legally force the company to act. Think of it like a customer survey: it signals whether owners approve or disapprove and can pressure boards and managers to change course, so investors watch the result as an indicator of governance risk and potential future shifts in company strategy or leadership.

independent registered public accounting firm financial

"selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

Preferred Stock Purchase Rights financial

"Preferred Stock Purchase Rights currently cannot trade separately from the underlying Common Stock"

Understanding 8-K Material Events →

04/01/2026 - 04:15 PM

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): March 31, 2026

HOVNANIAN ENTERPRISES, INC.
(Exact Name of Registrant as Specified in its Charter)

Delaware

(State or Other

Jurisdiction

of Incorporation)

1-8551

(Commission File Number)

22-1851059

(IRS Employer

Identification No.)

90 Matawan Road, Fifth Floor

Matawan, New Jersey 07747
(Address of Principal Executive Offices) (Zip Code)

(732) 747-7800
(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))

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

Title of each class	Trading symbol(s)	Name of each exchange on which registered
Class A Common Stock, $0.01 par value per share	HOV	New York Stock Exchange
Preferred Stock Purchase Rights (1)	N/A	New York Stock Exchange
Depositary Shares each representing 1/1,000th of a share of 7.625% Series A Preferred Stock	HOVNP	The Nasdaq Stock Market LLC

(1) Each share of Class A Common Stock includes an associated Preferred Stock Purchase Right. Each Preferred Stock Purchase Right initially represents the right, if such Preferred Stock Purchase Right becomes exercisable, to purchase from the Company one ten-thousandth of a share of its Series B Junior Preferred Stock for each share of Common Stock. The Preferred Stock Purchase Rights currently cannot trade separately from the underlying Common Stock.

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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) Fourth Amended and Restated 2020 Hovnanian Enterprises, Inc. Stock Incentive Plan

On March 31, 2026, Hovnanian Enterprises, Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “2026 Annual Meeting”) at which the Company’s stockholders approved the Fourth Amended and Restated 2020 Hovnanian Enterprises, Inc. Stock Incentive Plan (the “Amended Plan”), which had been previously recommended for approval by the Company’s Compensation Committee of the Board of Directors and previously approved by the Company’s Board of Directors, in each case, subject to stockholder approval. The Amended Plan became effective as of the date of such stockholder approval.

Prior to adoption of the Amended Plan, the Company had been granting equity-based incentive awards under the Third Amended and Restated 2020 Hovnanian Enterprises, Inc. Stock Incentive Plan (the “Existing Plan”). The Amended Plan is substantially identical to the Existing Plan, except it increases the reserve of Class A common stock and Class B common stock for future grants by an aggregate of 100,000 shares.

The material features of the Amended Plan are described in the Company’s Definitive Proxy Statement filed on February 9, 2026 in connection with the 2026 Annual Meeting, which description is filed herewith as Exhibit 99.1, and incorporated herein by reference. The above and the incorporated description of the Amended Plan are qualified in their entirety by reference to the Amended Plan, which is filed as Exhibit 10.1 to this report and incorporated herein by reference.

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

The Company held its 2026 Annual Meeting on March 31, 2026. The matters voted upon at the 2026 Annual Meeting and the final results of the votes were as follows:

(1) Election of all directors of the Company to hold office until the next annual meeting of shareholders and until their respective successors have been duly elected and qualified. Abstentions and broker non-votes had no effect on the outcome because such shares were not considered votes cast. The elected directors were:

	Votes For	Votes Against	Abstentions	Broker Non-Votes

A. Hovnanian	9,853,568	939,895	1,086	850,360
R. Coutts	10,128,727	629,903	35,919	850,360
M. Hernandez-Kakol	10,392,118	399,994	2,437	850,360
E. Kangas	9,635,760	1,157,515	1,274	850,360
J. Marengi	9,626,038	1,167,213	1,298	850,360
V. Pagano Jr.	9,354,765	1,438,486	1,298	850,360
R. Sellers	9,966,267	825,940	2,342	850,360
J. Sorsby	10,562,136	231,175	1,238	850,360

(2) Ratification of the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending October 31, 2026. Abstentions had no effect on the outcome because such shares were not considered votes cast. There were no broker non-votes.

Votes For		Votes Against		Abstentions		Broker Non-Votes
11,603,036		41,110		763		-

(3) Approval of the Fourth Amended and Restated 2020 Hovnanian Enterprises, Inc. Stock Incentive Plan. Abstentions and broker non-votes had no effect on the outcome because such shares were not considered votes cast.

Votes For		Votes Against		Abstentions		Broker Non-Votes
9,919,750		869,569		5,230		850,360

(4) Non-binding advisory vote on approval of the compensation of the Company’s named executive officers as disclosed in the Proxy Statement. Abstentions and broker non-votes had no effect on the outcome because such shares were not considered votes cast.

Votes For		Votes Against		Abstentions		Broker Non-Votes
9,928,102		822,158		44,289		850,360

Item 9.01.

Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit No.		Description

10.1		Fourth Amended and Restated 2020 Hovnanian Enterprises, Inc. Stock Incentive Plan.

99.1		The section entitled “Proposal III - Approval of the Fourth Amended and Restated 2020 Hovnanian Enterprises, Inc. Stock Incentive Plan” of the Company’s Definitive Proxy Statement (incorporated by reference to the Company’s Definitive Proxy Statement on Schedule 14A filed on February 9, 2026).

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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.

	HOVNANIAN ENTERPRISES, INC. (Registrant)


	By:	/s/ Elizabeth Tice
		Name: Elizabeth Tice Title: General Counsel and Secretary

Date: April 1, 2026

Source: View Original Filing on SEC EDGAR

FAQ

What did Hovnanian Enterprises (HOV) stockholders approve at the 2026 annual meeting?

Stockholders approved the Fourth Amended and Restated 2020 Stock Incentive Plan and all other proposals. They also elected all director nominees, ratified Deloitte & Touche LLP as auditor for fiscal 2026, and supported named executive officer compensation in an advisory vote.

Were all Hovnanian (HOV) director nominees elected at the 2026 meeting?

All Hovnanian director nominees were elected to serve until the next annual meeting. Votes for each nominee ranged from 9,354,765 to 10,562,136, with relatively low abstentions and broker non-votes reported separately, indicating broad shareholder support across the board slate.

Which auditor did Hovnanian Enterprises (HOV) stockholders ratify for fiscal 2026?

Stockholders ratified Deloitte & Touche LLP as Hovnanian’s independent registered public accounting firm for the fiscal year ending October 31, 2026. The ratification received 11,603,036 votes for, 41,110 votes against, and 763 abstentions, with no broker non-votes reported on this proposal.

How did Hovnanian (HOV) investors vote on executive compensation in 2026?

In a non-binding advisory vote, Hovnanian stockholders approved the compensation of the company’s named executive officers as disclosed in the proxy statement. The proposal received 9,928,102 votes for, 822,158 votes against, and 44,289 abstentions, with 850,360 broker non-votes reported separately.

What were the voting results on Hovnanian’s (HOV) amended stock incentive plan?

The amended 2020 stock incentive plan received 9,919,750 votes for, 869,569 votes against, and 5,230 abstentions, with 850,360 broker non-votes. This approval allows the company to grant future equity awards using an expanded pool of common shares under the revised plan.

Filing Exhibits & Attachments

6 documents