Beazer Homes disclosed today in a Form 8-K filed with the SEC that on November 13, 2009, the staff of the SEC issued a Wells notice to the Company’s CEO, Ian J. McCarthy. The Wells notice indicated that the staff intends to recommend that the Commission bring a civil action against McCarthy. The company stated that the SEC’s case may seek to collect certain incentive compensation and other amounts allegedly due under the “clawback” provisions of Section 304(a) of SOX.
Beazer added that in the Wells notice, the SEC staff did not allege any lack of due care by McCarthy in connection with the company’s financial statements or other disclosures. Rather, Beazer said that as in the recent Section 304 case against Maynard Jenkins, the staff has taken the position that it need not allege misconduct by a CEO to maintain such an action. Beazer stated that McCarthy intends to respond to the Wells notice with his own submission to the staff.