LGI Homes (NASDAQ: LGIH) holders approve board, 2025 pay and 2026 auditor

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

LGI Homes, Inc. reported the results of its annual meeting of stockholders held on April 23, 2026. Stockholders elected seven directors to one-year terms expiring at the 2027 annual meeting, with each nominee receiving more votes "for" than "withheld."

Stockholders also ratified the appointment of Ernst & Young LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2026, with 17,156,847 votes for, 233,673 against and 16,651 abstentions. In addition, an advisory vote to approve 2025 compensation for named executive officers passed with 14,294,282 votes for, 411,029 against and 10,930 abstentions, plus 2,690,930 broker non-votes.

8-K Event Classification

2 items: 5.07, 9.01

2 items

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

Auditor ratification votes for: 17,156,847 votes Auditor ratification votes against: 233,673 votes Say-on-pay votes for: 14,294,282 votes +4 more

7 metrics

Auditor ratification votes for 17,156,847 votes Ratification of Ernst & Young LLP for fiscal year ending December 31, 2026

Auditor ratification votes against 233,673 votes Ratification of Ernst & Young LLP for fiscal year ending December 31, 2026

Say-on-pay votes for 14,294,282 votes Advisory vote on 2025 compensation for named executive officers

Say-on-pay votes against 411,029 votes Advisory vote on 2025 compensation for named executive officers

Broker non-votes on say-on-pay 2,690,930 votes Advisory vote on 2025 compensation for named executive officers

Votes for director Ryan Edone 14,303,895 votes Election of directors at April 23, 2026 annual meeting

Votes for director Eric Lipar 14,330,562 votes Election of directors at April 23, 2026 annual meeting

Key Terms

broker non-votes, independent registered public accounting firm, advisory vote, named executive officers, +1 more

5 terms

broker non-votes financial

"as well as the number of abstentions and broker non-votes as to such matters"

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.

independent registered public accounting firm financial

"the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026"

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.

advisory vote financial

"Advisory Vote to Approve the Compensation Paid to the Named Executive Officers for 2025"

An advisory vote is a shareholder poll that expresses investors’ approval or concern about a company’s policy, executive pay, board decisions or other governance matters but does not legally force the company to act. Think of it like a customer survey: it signals investor sentiment and can pressure management to change course, so investors watch the result as a guide to future governance, risk and potential shifts in strategy.

named executive officers financial

"the compensation paid to the named executive officers for 2025 was approved"

Named executive officers are the senior company leaders whose names, roles and compensation are singled out in required regulatory filings; this typically includes the chief executive, chief financial officer and the next highest‑paid senior officers. Investors treat this list like a team roster — it shows who makes key decisions, how they are paid and whether incentives align with shareholder interests, so changes or pay patterns can signal governance quality, risk or strategic shifts.

Emerging growth company regulatory

"Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

Understanding 8-K Material Events →

04/27/2026 - 11:55 AM

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): April 23, 2026

LGI HOMES, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-36126

46-3088013

(State or other jurisdiction
of incorporation)

(Commission
File Number)

(IRS Employer
Identification Number)

1450 Lake Robbins Drive,

Suite 430,

The Woodlands,

Texas

77380

(Address of principal executive offices)

(Zip Code)

(281) 362-8998

(Registrant’s Telephone Number, Including Area Code)

N/A

(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 (see General Instructions 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(s)

Name of each exchange on which registered

Common Stock, par value $0.01 per share

LGIH

NASDAQ Global Select Market

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

At the Annual Meeting held on April 23, 2026, the matters voted upon and the number of votes cast for, against or withheld, as well as the number of abstentions and broker non-votes as to such matters, were as stated below. The proposals related to each matter are described in the Proxy Statement.

Election of Directors (Item 1)

The following nominees for director were elected to serve one-year terms expiring at the Company’s 2027 annual meeting of stockholders:


Nominee	For	Withheld	Broker Non-Votes
Ryan Edone	14,303,895	412,346	2,690,930
Eric Lipar	14,330,562	385,679	2,690,930
Shailee Parikh	14,601,758	114,483	2,690,930
Bryan Sansbury	13,808,857	907,384	2,690,930
Maria Sharpe	14,533,715	182,526	2,690,930
Steven Smith	12,261,106	2,455,135	2,690,930
Robert Vahradian	14,177,282	538,959	2,690,930

Ratification of Appointment of Independent Registered Public Accounting Firm (Item 2)

The appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026 was ratified:


For	Against	Abstentions	Broker Non-Votes
17,156,847	233,673	16,651	—

Advisory Vote to Approve the Compensation Paid to the Named Executive Officers for 2025 (Item 3)

The advisory vote on the compensation paid to the named executive officers for 2025 was approved:


For	Against	Abstentions	Broker Non-Votes
14,294,282	411,029	10,930	2,690,930

Item 9.01. Financial Statements and Exhibits.


			(d)			Exhibits.
			104			Cover Page Interactive Data File - the cover page XBRL tags are 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.


Dated: April 27, 2026
	LGI HOMES, INC.

	By:	/s/ Eric Lipar
		Eric Lipar
		Chief Executive Officer and Chairman of the Board

Source: View Original Filing on SEC EDGAR

FAQ

What did LGI Homes (LGIH) stockholders decide at the April 23, 2026 annual meeting?

LGI Homes stockholders elected seven directors to one-year terms, ratified Ernst & Young LLP as auditor for 2026, and approved an advisory vote on 2025 executive compensation. All proposals received more votes in favor than against.

Were LGI Homes (LGIH) director nominees elected at the 2026 annual meeting?

Yes. All seven nominees, including Eric Lipar and Ryan Edone, were elected to one-year terms expiring at the 2027 annual meeting. Each nominee received more votes "for" than "withheld," with additional broker non-votes reported for each seat.

Did LGI Homes (LGIH) stockholders ratify Ernst & Young as auditor for 2026?

Yes. Stockholders ratified Ernst & Young LLP as LGI Homes’ independent registered public accounting firm for the fiscal year ending December 31, 2026, with 17,156,847 votes for, 233,673 against and 16,651 abstentions, and no broker non-votes reported.

How did LGI Homes (LGIH) shareholders vote on 2025 executive compensation?

Shareholders approved the advisory vote on 2025 compensation for named executive officers, with 14,294,282 votes for, 411,029 against and 10,930 abstentions, along with 2,690,930 broker non-votes. This reflects non-binding support for the company’s 2025 pay practices.

What are broker non-votes in the LGI Homes (LGIH) 2026 meeting results?

Broker non-votes are shares held by brokers that are not voted on certain proposals when instructions are not received. LGI Homes reported 2,690,930 broker non-votes on director elections and the advisory executive compensation vote at the 2026 annual meeting.

Which governance items were covered in LGI Homes (LGIH) April 2026 8-K?

The 8-K covered submission of matters to a vote of security holders, including election of directors, ratification of the independent auditor for 2026, and an advisory say-on-pay vote for 2025, plus an exhibit for the cover page interactive data file.

Filing Exhibits & Attachments

3 documents