Forestar Group Inc. — Board/Management Information 2012

Nov 26, 2012

*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: November 26, 2012

(Date of earliest event reported)

*FORESTAR GROUP INC.*

(Exact name of registrant as specified in its charter)

Delaware	Commission File Number	26-1336998
(State or other jurisdiction of	001-33662	(I.R.S. Employer
incorporation or organization)		Identification No.)

*6300 Bee Cave Road, Building Two, Suite 500 Austin, Texas 78746*

(Address of principal executive offices) (zip code)

*(512) 433-5200*

(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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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*Item 5.03. Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year*

On November 26, 2012, the Board of Directors of Forestar Group Inc. (the “Company”) adopted the Fourth Amendment to the Amended and Restated Bylaws of the Company to provide that director nominees in uncontested elections must receive a majority of the votes cast to be elected.

The Fourth Amendment to the Amended and Restated Bylaws of the Company is filed as an exhibit hereto.

*Item 9.01. Financial Statements and Exhibits*

(d) Exhibits

3.1 Fourth Amendment to the Amended and Restated Bylaws of the Company

2

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*SIGNATURE*

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

/s/ David M. Grimm
Name:	David M. Grimm
Title:	Chief Administrative Officer, General Counsel and Secretary

3

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*EXHIBIT INDEX*

Exhibit	Description
3.1	Fourth Amendment to the Amended and Restated Bylaws of the Company

4

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