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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): July 21, 2021

BLUEGREEN VACATIONS HOLDING CORPORATION

(Exact name of registrant as specified in its charter)

Florida

001-09071

59-2022148

(State or other jurisdiction

(Commission

(IRS Employer

of incorporation)

File Number)

Identification No.)

4960 Confrence Way North, Suite 100, Boca Raton, Florida

33301

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: 561-912-8000

Not applicable

(Former name or former address, if changed since last report.)

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, $.01 par value

BVH

New York Stock Exchange

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))

Indicate by check mark whether the registrant is an emerging growth company as defined in 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.

The information set forth under, or incorporated by reference into, Item 5.07 below relating to the Bluegreen Vacations Holding Corporation 2021 Incentive Plan is incorporated into this Item 5.02 by reference.

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

The 2021 Annual Meeting of Shareholders (the “Annual Meeting”) of Bluegreen Vacations Holding Corporation (the “Company”) was held on July 21, 2021. At the Annual Meeting, the Company’s shareholders approved (i) the election of the thirteen director candidates nominated for election by the Company’s Board of Directors, each for a term expiring at the Company’s 2022 Annual Meeting of Shareholders, and (ii) the Bluegreen Vacations Holding Corporation 2021 Incentive Plan (the “Plan”). A summary of the voting results, as certified by the Inspector of Election for the Annual Meeting, Laurel Hill Advisory Group, LLC, is set forth below.

Proposal 1: Election of Directors

Director Nominee

 

 

Votes

For

 

 

 

Votes

Withheld

 

 

 

  Broker

Non-

Votes

 

Alan B. Levan

 

57,283,647

 

 

 

3,288,283

 

 

 

 

 

    N/A

 

John E. Abdo

 

 

57,030,913

 

 

 

3,541,016

 

 

 

 

 

N/A

 

James R. Allmand, III

59,990,697

 

 

 

581,232

 

 

 

 

 

N/A

Norman H. Becker

56,962,393

 

 

 

3,609,536

 

 

 

 

 

N/A

Lawrence A. Cirillo

56,014,393

 

 

 

4,557,536

 

 

 

 

 

N/A

Darwin Dornbush

55,304,003

5,267,926

N/A

Jarett S. Levan

56,231,592

 

 

 

4,340,337

 

 

 

 

 

N/A

Joel Levy

 

 

55,977,079

 

 

 

4,594,850

 

 

 

 

 

N/A

 

Mark A. Nerenhausen

60,094,972

 

 

 

476,957

 

 

 

 

 

N/A

William Nicholson

55,329,590

 

 

 

5,242,339

 

 

 

 

 

N/A

Arnold Sevell

 

 

60,263,713

 

 

 

308,216

 

 

 

 

 

N/A

 

Orlando Sharpe

60,094,771

 

 

 

477,158

 

 

 

 

 

N/A

Seth M. Wise

57,047,164

 

 

 

3,524,765

 

 

 

 

 

N/A

Proposal 2: Approval of the Bluegreen Vacations Holding Corporation 2021 Incentive Plan

Votes

For

Votes

Against

Abstentions

Broker

Non-Votes

54,582,219

5,900,098

89,611

N/A

A description of the Plan is set forth on pages 23 through 28 of the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission on June 25, 2021, is filed as Exhibit 99.1 hereto and is incorporated herein by reference. The full text of the Plan is attached as Exhibit 10.1 hereto and is incorporated herein by reference.

 


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Item 9.01.    Financial Statements and Exhibits.

d) Exhibits.

10.1 Bluegreen Vacations Holding Corporation 2021 Incentive Plan

99.1 Description of the Bluegreen Vacations Holding Corporation 2021 Incentive Plan (incorporated by reference to pages 23 through 28 of the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission on June 25, 2021)


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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: July 22, 2021

Bluegreen Vacations Holding Corporation

By:

/s/ Raymond S. Lopez

Raymond S. Lopez

Executive Vice President, Chief Operating Officer and Chief Financial Officer

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