🧾 What This Document Is

This is Taylor Morrison's Definitive Proxy Statement (DEF 14A). It's an official notice sent to shareholders before the company's annual meeting. Its job is to tell shareholders what issues will be voted on, provide details about those issues (like who's running for the board or how much the bosses get paid), and explain how shareholders can cast their votes. Think of it as the agenda and instruction manual for the annual shareholder gathering.

🏢 The Company & The Meeting

👉 In simple terms: Taylor Morrison is one of the largest homebuilders in the U.S., building and selling houses across the country. They operate under brands like Taylor Morrison, William Lyon Homes, and Darling Homes.

Meeting Details:

• When: Thursday, May 21, 2026, at 8:00 a.m. Pacific Time.
• Where: Virtual Only - Attend online at www.virtualshareholdermeeting.com/TMHC2026. You cannot attend in person.
• Who Can Vote: You must own Taylor Morrison stock (ticker: TMHC) by the close of business on March 25, 2026 (the "Record Date").
• Your Ticket: You'll need your 16-digit control number (found on your Notice of Internet Availability or proxy card) to attend, vote, and ask questions during the virtual meeting.

🗳️ What Shareholders Are Voting On

There are four main proposals on the ballot for this meeting:

1. Proposal 1: Elect the Board of Directors

   • Shareholders vote to elect eight people to the board. They'll serve until the 2027 annual meeting.
   • Board Nominees: Peter Lane, Anne Mariucci, Heather Ostis, Andrea Owen, Sheryl Palmer (current CEO), Denise Warren, Amanda Whalen, Christopher Yip.
   • Key Change: David Merritt is retiring, reducing the board size from nine to eight members.
   • Vote Needed: A nominee needs more votes FOR than AGAINST to win (majority of votes cast). Abstentions and broker non-votes don't count.

2. Proposal 2: Approve Executive Compensation ("Say on Pay")

   • An advisory (non-binding) vote where shareholders express approval or disapproval of the pay packages for the company's top executives (the "Named Executive Officers").
   • Vote Needed: Affirmative vote from a majority of shares present (voting FOR or AGAINST). Abstentions count as AGAINST. Broker non-votes have no effect.
   • Board Recommendation: FOR.

3. Proposal 3: Choose How Often to Vote on Pay ("Say on Frequency")

   • Shareholders choose how often they want to hold the "Say on Pay" vote in the future: every ONE YEAR, TWO YEARS, or THREE YEARS.
   • Vote Needed: The option with the most votes wins (plurality). Abstentions don't count. Broker non-votes have no effect.
   • Board Recommendation: ONE YEAR.

4. Proposal 4: Ratify the Appointment of the Auditor

   • Shareholders approve (or reject) the board's choice of Deloitte & Touche LLP as the company's independent accounting firm for 2026.
   • Vote Needed: Affirmative vote from a majority of shares present. Abstentions count as AGAINST. Brokers can vote uninstructed shares on this routine matter.
   • Board Recommendation: FOR.

👥 Meet the Board Nominees

The board proposed for election is a mix of internal leadership and external expertise:

• Sheryl Palmer (Age 64): Current Chairman, President, and CEO of Taylor Morrison. With the company since 2007. Provides deep homebuilding/leadership experience.
• Peter Lane (Age 61): Lead Independent Director since 2017. Senior Advisor at Altamont Capital Partners. Expertise in operations, finance, and governance.
• Anne Mariucci (Age 68): Board Chair of Banner Health. Former Del Webb exec. Brings real estate, homebuilding, capital markets, and M&A expertise.
• Heather Ostis (Age 47): New Director (Appointed March 2025). Chief Procurement Officer at Rolls-Royce Aerospace. Expertise in global procurement & supply chain.
• Andrea Owen (Age 60): CEO of MillerKnoll. Former Gap/Banana Republic exec. Expertise in consumer products, global operations, marketing, and leadership.
• Denise Warren (Age 62): CEO of Netlyst LLC. Former NY Times/Tribune exec. Expertise in digital marketing, business operations, and recurring revenue.
• Amanda Whalen (Age 51): New Director (Appointed March 2026). CFO of Klaviyo. Former CFO of Walmart International. Expertise in finance, technology, and cybersecurity. Will become Audit Committee Chair post-meeting.
• Christopher Yip (Age 43): Partner at RET Ventures (real estate tech VC). Expertise in real estate technology, private equity, and tech business services.

⚙️ How the Board Works

• Independence: The board highlights its strong independence. 8 of the 9 current directors (all except CEO Sheryl Palmer) are considered "independent" under NYSE rules. David Merritt's retirement maintains this ratio.
• Key Committees:
  • Audit Committee: Oversees financials, internal controls, risk, and the auditor (Deloitte). Current Chair: David Merritt (retiring). Future Chair: Amanda Whalen.
  • Compensation Committee: Oversees executive and director pay. Chair: Anne Mariucci.
  • Nominating & Governance Committee: Recommends directors and oversees governance. Chair: Peter Lane.
• Meetings: The full board met 5 times in 2025. All directors attended at least 75% of meetings.
• Governance Practices: They highlight strong practices like majority voting for directors, robust stock ownership rules, a clawback policy (to recoup pay if misconduct occurs), and prohibitions on hedging or pledging company stock. They emphasize they do not have a classified board, poison pill, or guaranteed bonuses.

💰 Director Pay (2025)

Non-employee directors received compensation for their service:

• Base Cash Retainer: $85,000
• Committee Chair Fees: Extra $20k-$40k depending on the committee.
• Committee Member Fees: Extra $10k-$12k per committee served on.
• Lead Director Fee: Extra $40,000 for Peter Lane.
• Annual Equity Award: $175,000 value, granted as Restricted Stock Units (RSUs) or Deferred Stock Units (DSUs). Vests after 1 year.
• Total 2025 Compensation Examples:
  • Peter Lane (Lead Dir, Nominating Chair): ~$332,000
  • Anne Mariucci (Comp Chair): ~$302,000
  • David Merritt (Audit Chair): ~$310,000
  • Christopher Yip: ~$273,000 (He deferred his cash into DSUs)
• Stock Ownership Requirement: Directors must own company stock worth at least 5 times their base cash retainer (i.e., ~$425,000) within 5 years.

📅 Key Dates & How to Vote

• Record Date: March 25, 2026 (Must own stock by this date to vote).
• Meeting Date: May 21, 2026 (Virtual).
• How to Vote (Deadline is May 20, 2026, unless voting at the meeting):
  • Internet: www.proxyvote.com (Have your 16-digit control number).
  • Phone: Call (800) 690-6903 (Have your 16-digit control number).
  • Mail: Sign and return your proxy card/voting instruction form.
  • During Meeting: Vote live online at www.virtualshareholdermeeting.com/TMHC2026 using your 16-digit control number.
• Changing Your Vote: You can change your vote later by submitting a new proxy or voting during the meeting. If you attend and vote online during the meeting, that overrides any previous proxy.
• Results: Expected to be filed on an 8-K report within 4 business days after the meeting.

🧠 The Analogy

Think of the Taylor Morrison board of directors like the captain and navigation officers of a large ship (the company). This proxy statement is the briefing for the ship's owners (the shareholders). It tells you who is currently steering (the board nominees), how much their expertise and leadership costs (director & exec pay), who audits the ship's books (Deloitte), and lets the owners formally approve the navigation plan and leadership team for the next leg of the journey (the annual meeting votes).

🧩 Final Takeaway

Taylor Morrison shareholders are being asked to vote on four key items at their virtual annual meeting on May 21, 2026: electing a slightly smaller, independent board led by long-time CEO Sheryl Palmer, endorsing the company's executive pay practices, deciding to vote on pay annually, and ratifying their auditor. The board recommends voting FOR all except the frequency proposal (where it recommends ONE YEAR). Shareholders must own stock by March 25, 2026, to vote.