🧾 What This Document Is

This is Meritage Homes' 2026 Proxy Statement (DEF 14A). It's a formal document sent to shareholders ahead of the company's annual meeting. Think of it as an agenda and information packet for shareholders to make informed voting decisions on key company matters.

🏢 What The Company Does

👉 In simple terms, Meritage Homes builds and sells single-family homes. They focus on entry-level and first-time move-up homes across the U.S. (primarily in the Sunbelt region). As a homebuilder, their business is tied to housing market conditions, interest rates, and land development.

📅 The Big Event: 2026 Annual Meeting

• Date & Time: May 21, 2026, at 8:00 a.m. Pacific Time.
• Format: Completely virtual. Shareholders can attend, listen, vote, and ask questions online at meetnow.global/MFX6MXG.
• Who Can Vote: Shareholders who own stock as of the "Record Date": March 26, 2026.
• Quorum Needed: Shareholders representing over 50% of votes must be present.

🗳️ What Shareholders Are Voting On

There are five main proposals. The Board's recommendations are in parentheses.

1. Elect 6 Directors (FOR): Vote to elect the following nominees for a one-year term:

   • Dana C. Bradford (61)
   • Louis E. Caldera (70)
   • Deb Henretta (64)
   • Steven J. Hilton (64) - Co-Founder & Executive Chairman
   • P. Kelly Mooney (62)
   • Geisha Williams (64)
   • The Board is being "declassified," meaning starting in 2027, all directors will be elected annually.

2. Ratify Deloitte & Touche as Auditor (FOR): Approve the selection of Deloitte & Touche LLP as the independent accounting firm for 2026. They've been the auditor since 2004.

   • 2025 Audit Fees: $1.345 million.

3. "Say on Pay" Advisory Vote (FOR): An advisory, non-binding vote to approve the compensation of the Named Executive Officers (NEOs). Last year's vote had over 95% approval.

4. Lower Special Meeting Threshold (FOR): An advisory vote on whether to reduce the ownership needed to call a special shareholder meeting from 50% down to 25% of outstanding shares. This would make it easier for shareholders to convene meetings on urgent matters.

5. Shareholder Proposal on Special Meetings (AGAINST): A proposal from another shareholder to further improve the ability to call special meetings. The Board recommends voting AGAINST this, arguing their own proposal (Item #4) is the appropriate approach.

👥 Board & Governance

• Board Structure: 11 members. The Board is moving from a "classified" structure to annual elections for all directors by 2027.
• Leadership: Steven J. Hilton (co-founder) is Executive Chairman. Peter L. Ax is the Lead Independent Director.
• Key Committees: Audit, Executive Compensation, Nominating/Governance/Sustainability, and an Asset Management Committee (for major land/asset deals).
• Director Independence: 9 of the 11 current directors are independent. Only Mr. Hilton and CEO Phillippe Lord are not independent.
• Meeting Attendance: All directors attended at least 75% of board/committee meetings in 2025.

💰 Executive Compensation ("Say on Pay")

• Philosophy: Pay for performance. Align NEO interests with long-term shareholder value.
• 2025 NEOs: Phillippe Lord (CEO), Hilla Sferruzza (CFO), Steven Hilton (Exec. Chairman), Malissia Clinton (General Counsel), Javier Feliciano (Chief People Officer), and Clint Szubinski (Former COO, left May 2025).
• Key Elements:
  • Cash: Base Salary + Annual Incentive Bonus (based on company performance goals) + limited Discretionary Bonuses.
  • Equity: Long-Term Incentive Awards (a mix of time-based and performance-based stock awards, vesting over three years).
  • Other: Limited perquisites (e.g., life/disability insurance, physical exams, auto allowance).

🔮 What's Next & Why It Matters

• Governance Evolution: The move to annual director elections and the vote on lowering the special meeting threshold show a focus on enhancing shareholder rights and board accountability.
• Performance Link: The "Say on Pay" vote is a key moment for shareholders to signal approval (or disapproval) of how the company's leadership is being incentivized.
• Auditor Continuity: Ratifying Deloitte maintains a stable, long-term financial oversight relationship.

⚖️ Big Picture: Strengths & Risks

• 👍 Strengths:
  • Experienced Board: Mix of long-tenured directors (institutional knowledge) and newer directors (fresh perspectives).
  • Strong Independence: Most board members and all key committees are independent.
  • Clear Shareholder Communication: The virtual meeting format and extensive disclosure in this document aim for transparency.
• ⚠️ Risks:
  • Market Sensitivity: As a homebuilder, performance is heavily influenced by mortgage rates, housing demand, and the broader economy.
  • Execution Risk: Success depends on management's ability to acquire land, manage construction costs, and sell homes profitably.
  • Proposal Tension: The existence of a competing shareholder proposal (#5) suggests some investors want an even stronger mechanism to call special meetings than the board's proposed 25% threshold.

🧠 The Analogy

Reading this proxy is like attending a homeowner's association (HOA) meeting agenda. The company (the HOA management) is presenting its recommended slate for the board (HOA board), its choice of accountant (the financial auditor), and key rule changes (like how many residents are needed to call an emergency meeting). The shareholders (homeowners) get to vote on these items to shape how their community (the company) is run.

🧩 Final Takeaway

This proxy is a governance roadmap for Meritage Homes. Shareholders are being asked to endorse the company's leadership, its financial auditor, and its executive pay structure, while also voting on significant changes to shareholder rights that could make it easier to hold the board accountable. The recommendations reflect the board's preferred path forward.