Independent
Tenure on this board
3.1 yrs
10 nominees · 3 ballot items.
Election of ten directors; advisory (non-binding) approval of named executive officer compensation (Say-on-Pay); and ratification of Ernst & Young LLP as independent auditor for fiscal 2026.
Elect ten directors to serve one-year terms on the Board of Directors.
Non-binding advisory (Say-on-Pay) vote to approve the compensation paid to the company's named executive officers as disclosed in the proxy statement.
This non-binding proposal asks shareholders to approve the company’s disclosed 2025 named executive officer (NEO) compensation program. Management seeks approval to validate the Compensation Committee’s design and implementation decisions — including a strong emphasis on performance-based pay (notably PSUs) and formula-driven annual incentives — and to signal stockholder support for the mix and governance of executive pay. The company describes extensive stockholder engagement and changes made in response to feedback (e.g., structured scorecard methodology and caps on cash payouts), and highlights that approximately 92% of the former CEO’s 2025 total direct compensation was performance-based. The Board recommends FOR, arguing that pay outcomes were aligned with outcomes (e.g., PSUs paid at 150% for the 2022 cycle) and that program features promote long-term alignment through equity, stock ownership requirements, clawback policies and double-trigger change-in-control vesting. Because this is an advisory vote, approval does not change compensation agreements but provides the Board and Compensation Committee with a gauge of stockholder sentiment that can inform future design. Key governance context includes prior high support (≈88% at the 2025 meeting) and explicit disclosure of how incentive metrics (AEPS, AROIC, relative revenue growth) and scorecards determine payouts. Opponents typically view such votes as an accountability mechanism; a negative outcome could trigger further engagement or changes to program design by the Compensation Committee. In evaluating merit, analysts should weigh the company’s stated alignment mechanisms and recent payout outcomes against peer practices, realized pay-versus-performance metrics presented in the proxy, and the non-binding nature of the vote.
Ratify the Audit Committee’s appointment of Ernst & Young LLP as KB Home’s independent registered public accounting firm for the fiscal year ending November 30, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 8.5% | 5,344,259 | $277M |
| 2 | FMR LLC | 6.4% | 4,016,448 | $208M |
| 3 | STATE STREET CORP | 5.3% | 3,333,544 | $173M |
| 4 | Capital World Investors | 4.7% | 2,957,918 | $153M |
| 5 | VANGUARD PORTFOLIO MANAGEMENT LLC | 4.6% | 2,903,154 | $150M |
| 6 | VANGUARD CAPITAL MANAGEMENT LLC | 4.0% | 2,509,809 | $130M |
| 7 | DIMENSIONAL FUND ADVISORS LP | 3.4% | 2,132,878 | $110M |
| 8 | BlackRock, Inc. | 3.4% | 2,108,583 | $109M |
| 9 | TWO SIGMA INVESTMENTS, LP | 2.8% | 1,746,344 | $90M |
| 10 | NOMURA ASSET MANAGEMENT INTERNATIONAL INC. | 2.3% | 1,451,161 | $75M |
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