8-K
filed May 18, 2023, 7:59 PM ET
ticker MTH
CIK 0000833079
other
confidence high
sentiment neutral
materiality 0.60
Meritage stockholders approve 800K share increase to stock plan, elect directors
Meritage Homes CORP
- Stockholders approved amendment to 2018 Stock Incentive Plan, adding 800,000 shares (30.6M for, 2.0M against).
- Five Class II directors elected: Ax, Haddock, Keough, Lord, Odell (highest votes 32.2M for Keough).
- Say-on-pay approved on advisory basis (31.5M for, 967K against); board adopts annual frequency.
- Deloitte ratified as auditor for FY2023 (33.1M for, 541K against).
- Bylaws amended to update director nomination procedures per universal proxy rules.
Key facts
Extracted from this filing and checked against the source text.
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.95
Meritage Homes CORP: On May 18, 2023, the Board adopted an amendment and restatement of the Amended and Restated Bylaws to update procedural and disclosure requirements for director nominations, implement a proxy card color requirement, and clarify compliance with Securities Exchange Act requirements (effective 2023-05-18).
- Change
- bylaw amendment
- Effective
- 2023-05-18
Exact text from the filing
On May 18, 2023, as part of its periodic review of corporate governance matters and in connection with the new U.S. Securities and Exchange Commission rules regarding universal proxy cards, the Board of Directors of the Company adopted an amendment and restatement of the Company’s Amended and Restated Bylaws (as so amended and restated, the “Amended and Restated Bylaws”), effective as of such date, in order to, among other things: • update the procedural and disclosure requirements for the nomination of directors, including, among other things, requiring that any stockholder seeking to nominate director(s) at a stockholders’ meeting deliver to the Company certain representations, documents and confirmations regarding compliance with the requirements of Rule 14a-19 under the Securities Exchange Act; • implement a requirement that any stockholder directly or indirectly soliciting proxies from other stockholders must use a proxy card color other than white, with the white proxy card being
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
Meritage Homes CORP shareholders approved Advisory vote on compensation of named executive officers at the 2023-05-18 meeting.
- Proposal
- say on pay
- Outcome
- passed
- Meeting
- 2023-05-18
Exact text from the filing
Proposal No. 3 The Company’s stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers by the votes set forth in the table below. Votes For Votes Against Abstentions Broker Non-Votes 31,494,912 967,451 148,626 1,006,454
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
Meritage Homes CORP shareholders approved Amendment to 2018 Stock Incentive Plan to increase shares available for issuance at the 2023-05-18 meeting.
- Proposal
- equity plan
- Outcome
- passed
- Meeting
- 2023-05-18
Exact text from the filing
Proposal No. 5 The Company’s stockholders approved the amendment to the Company’s 2018 Stock Incentive Plan to increase the number of shares available for issuance by the votes set forth in the table below. Votes For Votes Against Abstentions Broker Non-Votes 30,582,261 1,989,030 39,700 1,006,452
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
Meritage Homes CORP shareholders approved Election of five Class II Directors at the 2023-05-18 meeting.
- Proposal
- director election
- Outcome
- passed
- Meeting
- 2023-05-18
Exact text from the filing
Proposal No. 1 The Company’s stockholders elected five individuals to the Board of Directors as Class II Directors by the votes set forth in the table below. Name Class Votes For Votes Against Abstentions Broker Non-Votes Peter L. Ax II 28,689,524 3,906,290 15,174 1,006,455 Gerald Haddock II 24,822,657 7,773,153 15,179 1,006,454 Joseph Keough II 32,215,644 388,212 7,134 1,006,453 Phillippe Lord II 31,653,681 942,135 15,174 1,006,453 Michael R. Odell II 31,437,013 1,158,796 15,181 1,006,453
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
Meritage Homes CORP shareholders approved Advisory vote on frequency of future advisory votes on executive compensation at the 2023-05-18 meeting.
- Proposal
- say on pay frequency
- Outcome
- passed
- Meeting
- 2023-05-18
Exact text from the filing
Proposal No. 4 The Company’s stockholders recommended, as set forth below, the frequency with which the Company should hold its future advisory votes on executive compensation by the votes set forth in the table below. One year Two years Three years Abstentions Broker Non-Votes 30,040,100 11,499 2,431,912 127,478 1,006,454
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
Meritage Homes CORP shareholders approved Ratification of appointment of Deloitte & Touche LLP as independent registered accounting firm for 2023 at the 2023-05-18 meeting.
- Proposal
- auditor ratification
- Outcome
- passed
- Meeting
- 2023-05-18
Exact text from the filing
Proposal No. 2 The Company’s stockholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered accounting firm for the 2023 fiscal year by the votes set forth in the table below. Votes For Votes Against Abstentions 33,059,353 541,353 16,737
View on SEC.gov
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