Bluegreen Vacations Corporation
8-K on 10/02/2020   Download
SEC Document
SEC Filing
false000077894600007789462020-10-012020-10-01

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): October 1, 2020

________________________________

 

BLUEGREEN VACATIONS CORPORATION

(Exact name of registrant as specified in its charter)

Florida

 

001-09292

 

03-0300793

(State or other jurisdiction
of incorporation)

 

(Commission
File Number)

 

(IRS Employer
Identification No.)

4960 Conference Way North, Suite 100, Boca Raton, Florida 33431

(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

Common Stock, $.01 par value

BXG

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

Effective October 1, 2020, John E. Abdo has become executive Vice Chairman of Bluegreen Vacations Corporation (the “Company”). Mr. Abdo, age 77, has served as Vice Chairman of the Company since 2002, but previously in a non-executive capacity. In addition, from December 2015 to May 2017, he served as non-executive Acting Chairman of the Company’s Board of Directors.  Mr. Abdo is also executive Vice Chairman of Bluegreen Vacations Holding Corporation (formerly BBX Capital Corporation) (“BVH”), which owns approximately 93% of the Company’s outstanding common stock, and BBX Capital, Inc., which was spun-off by BVH on September 30, 2020.

The Company’s Compensation Committee has approved an initial annual base salary of $950,000 for Mr. Abdo.

Item 5.08 Shareholder Director Nominations.

The Company’s 2020 Annual Meeting of Shareholders is scheduled to be held on November 18, 2020. Because such date is more than 30 days following the anniversary of the Company’s 2019 Annual Meeting of Shareholders, the deadline for any shareholder proposal, including director nomination, intended to be considered at the Company’s 2020 Annual Meeting of Shareholders has been extended. As a result of such extension and pursuant to the Company Bylaws, written notice from a shareholder interested in bringing business before the Company’s 2020 Annual Meeting of Shareholders or nominating a director candidate for election at the Company’s 2020 Annual Meeting of Shareholders, including any notice on Schedule 14N, must be received at the Company’s principal executive offices at 4960 Conference Way North, Suite 100, Boca Raton, Florida 33431, by no later than 5:00 p.m., Eastern time, on October 13, 2020. Any such written notice must be directed to the attention of the Company’s Secretary and comply with the applicable advance notice provisions of the Company’s Bylaws. Shareholder proposals intended to be considered for inclusion in the Company’s proxy materials for its 2020 Annual Meeting of Shareholders must comply with the requirements, including the deadline, set forth above as well as all applicable rules and regulations promulgated by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended.



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: October 2, 2020

BLUEGREEN VACATIONS CORPORATION

 

 

By: 

/s/ Raymond S. Lopez

 

 

Raymond S. Lopez

 

 

Executive Vice President, Chief Operating Officer,

Chief Financial Officer and Treasurer