UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Resignation of Director
On April 17, 2024, David Hamamoto resigned as a member of the board of directors (the “Board”) of United Homes Group, Inc. (the “Company”), with such resignation becoming effective immediately. As a Class III director, Mr. Hamamoto’s term was set to expire at the Company’s annual meeting of stockholders to be held in 2026. Mr. Hamamoto’s resignation was not due to any disagreement with the Company or the Board on any matter relating to the Company’s operations, policies, or practices.
Election of Director
On April 19, 2024, the Board of the Company elected James M. Pirrello to fill the vacancy on the Board created as a result of Mr. Hamamoto’s resignation, as a Class III director whose term will expire at the Company’s 2026 annual meeting of stockholders. Mr. Pirrello, 65, is the Managing Partner of Berkeley-Columbia Consulting Group. From 2018 through February 2023, Mr. Pirrello served as a Regional President for Century Communities, Inc. (NYSE: CCS), overseeing their Southeast, Texas, and Florida regions. He also served as CFO of Interior Logic Group, one of the nation’s largest flooring and finishes contractors to homebuilders, multifamily builders, and big box home supply stores. During his tenure at ILG, he guided the company through its merger with Interior Specialists, ILG’s largest competitor, in early 2018. From 2016 to 2017, Mr. Pirrello was the CFO of UCP, Inc. (NYSE: UCP), a San Jose-based land developer and homebuilder that was acquired by Century Communities in 2017. Before UCP, Mr. Pirrello spent most of his 30 years in homebuilding with large public and private builders, including PulteGroup, Inc. (NYSE: PHM), NVR, Inc. (NYSE: NVR), First Homebuilders of Florida, and BCB Homes, in markets throughout the United States. He has raised billions of dollars in capital, both public and private, and including debt and equity. Mr. Pirrello has extensive experience in M&A transactions and homebuilding operations. Mr. Pirrello earned two MBAs, from Columbia University and the University of California at Berkeley, and his undergraduate degree in accounting from Juniata College.
Mr. Pirrello will receive compensation for his service as a non-employee member of the Board at the same level as the Company’s other non-employee directors.
There are no arrangements or understandings between Mr. Pirrello and any other person pursuant to which Mr. Pirrello was selected as a director, and there are no transactions in which the Company is a party and in which Mr. Pirrello has a material interest subject to disclosure under Item 404(a) of Regulation S-K.
Item 7.01. Regulation FD Disclosure.
On April 22, 2024, the Company issued a press release regarding the changes in composition of the Board described in Item 5.02 above. The press release is being furnished hereto as Exhibit 99.1. The information in this Item 7.01, including the Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits:
| 99.1 | Press Release, dated April 22, 2024 |
| 104 | Cover page interactive data file (embedded within the Inline XBRL document) |
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.
Date: April 22, 2024
| United Homes Group, Inc. | ||
| By: | /s/ Keith Feldman | |
| Name: | Keith Feldman | |
| Title: | Chief Financial Officer | |