Smith Douglas Homes shareholders back board, auditor

Smith Douglas Homes Corp. reported the results of its Annual Meeting of Stockholders held on June 4, 2026.

Accepted by SEC EDGAR 06/10/2026 - 04:25 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

Smith Douglas Homes Corp. reported the results of its Annual Meeting of Stockholders held on June 4, 2026. Stockholders representing 50,283,755 shares of common stock, or approximately 99.87% of the voting power, were present or represented by proxy, indicating very high participation.

All eight nominated directors were elected, each receiving substantially more votes "FOR" than "WITHHELD." Stockholders also ratified Ernst & Young LLP as the company’s independent registered public accounting firm for the fiscal year ending December 31, 2026, with 432,193,281 votes for and minimal opposition.

8-K Event Classification

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

1 item

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.

Key Figures

Shares represented: 50,283,755 shares Voting power represented: 99.87% Votes for auditor: 432,193,281 votes +4 more

7 metrics

Shares represented 50,283,755 shares Common stock present or represented at Annual Meeting

Voting power represented 99.87% Voting power of common stock at Annual Meeting

Votes for auditor 432,193,281 votes For ratification of Ernst & Young LLP for FY ending Dec. 31, 2026

Votes against auditor 12,651 votes Against ratification of Ernst & Young LLP

Votes for Thomas L. Bradbury 430,432,745 votes Director election at 2026 Annual Meeting

Votes withheld for Thomas L. Bradbury 515,992 votes Director election at 2026 Annual Meeting

Broker non-votes (directors) 1,258,091 votes Recorded in each director election item

Key Terms

Annual Meeting of Stockholders, broker non-votes, independent registered public accounting firm, emerging growth company

4 terms

Annual Meeting of Stockholders financial

"On June 4, 2026, Smith Douglas Homes Corp. ... held its Annual Meeting of Stockholders"

broker non-votes financial

"NOMINEE | Votes FOR | Votes WITHHELD | Broker Non-Votes"

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 appointment of Ernst & Young 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.

emerging growth company regulatory

"Emerging growth company x x"

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.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Smith Douglas Homes (SDHC) report from its 2026 Annual Meeting?

Smith Douglas Homes reported that all director nominees were elected and its auditor was ratified. Shareholders showed very high participation, with 50,283,755 shares represented, accounting for about 99.87% of the voting power eligible to vote at the meeting.

How many shares voted at the Smith Douglas Homes (SDHC) 2026 Annual Meeting?

A total of 50,283,755 shares of Smith Douglas Homes common stock were present in person or by proxy. These shares collectively represented approximately 99.87% of the company’s common stock voting power issued, outstanding, and entitled to vote at the Annual Meeting.

Were all Smith Douglas Homes (SDHC) director nominees elected at the 2026 meeting?

Yes, all eight nominees for the Smith Douglas Homes board were elected. Each candidate, including Thomas L. Bradbury and others, received a large majority of votes "FOR" compared with votes "WITHHELD," along with broker non-votes recorded for informational purposes.

Which auditor did Smith Douglas Homes (SDHC) stockholders ratify for 2026?

Stockholders ratified Ernst & Young LLP as Smith Douglas Homes’ independent registered public accounting firm for the fiscal year ending December 31, 2026. The ratification received 432,193,281 votes for, 12,651 votes against, and 896 votes abstained, with no broker non-votes.

What was the outcome of the auditor ratification vote for Smith Douglas Homes (SDHC)?

The proposal to ratify Ernst & Young LLP passed comfortably. It received 432,193,281 votes for, only 12,651 votes against, and 896 abstentions, with zero broker non-votes, confirming broad shareholder support for the selected independent registered public accounting firm.

How many broker non-votes occurred in the Smith Douglas Homes (SDHC) director elections?

Each director election at Smith Douglas Homes’ 2026 Annual Meeting recorded 1,258,091 broker non-votes. Broker non-votes represent shares held by brokers that did not receive voting instructions on non-routine matters, so they are not counted as either for or against the nominees.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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0001982518false00019825182026-06-042026-06-04

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

June 4, 2026

Date of Report (Date of earliest event reported)

_______________________________________________________________

Smith Douglas Homes Corp.

(Exact name of registrant as specified in its charter)

_______________________________________________________________

Delaware			001-41917			93-1969003
(State or other jurisdiction of incorporation)			(Commission File Number)			(IRS Employer Identification No.)

110 Village Trail, Suite 215

Woodstock, Georgia 30188

(Address of principal executive offices) (Zip Code)

(770) 213-8067

(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:

☐   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
Class A common stock, $0.0001 par value per share			SDHC			The 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 (§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    x

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. x

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

On June 4, 2026, Smith Douglas Homes Corp. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”). A total of 50,283,755 shares of Common Stock were present in person or represented by proxy at the Annual Meeting, collectively representing approximately 99.87% in voting power of the Company’s Common Stock issued and outstanding and entitled to vote at the Annual Meeting. The following are the voting results for the proposals considered and voted upon at the Annual Meeting, each of which were described in the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission on April 22, 2026.

Item 1: The election of Thomas L. Bradbury, Gregory S. Bennett, Julie M. Bradbury, Neill B. Faucett, Jeffrey T. Jackson, George E. Perdue III, Janice E. Walker, and Neil B. Wedewer as directors to serve until the Company’s 2027 Annual Meeting of Stockholders, and until their respective successors shall have been duly elected and qualified.

NOMINEE						Votes FOR						Votes WITHHELD						Broker Non-Votes
Thomas L. Bradbury						430,432,745						515,992						1,258,091
Gregory S. Bennett						430,899,693						49,044						1,258,091
Julie M. Bradbury						428,171,619						2,777,118						1,258,091
Neill B. Faucett						430,921,631						27,106						1,258,091
Jeffrey T. Jackson						430,921,718						27,019						1,258,091
George E. Perdue III						430,921,681						27,056						1,258,091
Janice E. Walker						428,674,520						2,274,217						1,258,091
Neil B. Wedewer						427,616,818						3,331,919						1,258,091

Item 2: The ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.

Votes FOR						Votes AGAINST						Votes ABSTAINED						Broker Non-Votes
432,193,281						12,651						896						0

Based on the foregoing votes, each of Thomas L. Bradbury, Gregory S. Bennett, Julie M. Bradbury, Neill B. Faucett, Jeffrey T. Jackson, George E. Perdue III, Janice E. Walker, and Neil B. Wedewer were elected as directors and Item 2 was approved.

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.

Date: June 10, 2026			SMITH DOUGLAS HOMES CORP.
			By:			/s/ Russell Devendorf
						Russell Devendorf
						Executive Vice President and Chief Financial Officer

Filing Exhibits & Attachments

3 documents

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