for-20260119
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 | ||||||||||||||