Independent
Tenure on this board
5.3 yrs
Also a director at
Adobe Inc (ADBE)On Holding AG (ONON)
9 nominees · 5 ballot items.
Election of nine directors; advisory approval of named executive officer compensation (say-on-pay); ratification of Deloitte & Touche LLP as independent auditors; stockholder proposal to phase out dual-class voting to equal voting rights per share; stockholder proposal to disclose voting results by share class.
Elect nine directors to serve until the 2027 Annual Meeting of Stockholders.
Approve, on a non-binding advisory basis, the compensation of the named executive officers as disclosed in the proxy statement.
This management proposal asks stockholders to cast an advisory 'say-on-pay' vote to approve the Company's 2025 executive compensation as disclosed in the proxy. Management seeks shareholder endorsement to validate its compensation design—comprised of base salary, annual cash incentives tied to Pretax Income after a capital charge, and equity awards with a significant performance-based component—arguing that the program aligns pay with long-term stockholder value and incorporates stockholder feedback (notably an 88% approval in 2025). The Board recommends FOR, stressing robust governance (clawback policy, stock ownership guidelines, negative discretion by the Compensation Committee), and highlighting recent adjustments—higher performance weighting, lower threshold payouts, and caps on CEO cash bonuses—to address stockholder concerns. The proposal is advisory and non-binding, but the Board and Compensation Committee intend to review results and consider them in future decisions. Key context includes recent leadership transitions (retirements), the Millrose Spin-Off, and continued focus on pay-for-performance metrics tied to peer-relative performance and financial metrics; risks include that the advisory vote may not constrain management if approved, and the company’s substantial equity-based pay can result in significant realized payouts under strong performance scenarios.
Ratify the appointment of Deloitte & Touche LLP as Lennar’s independent registered public accounting firm for fiscal year ending November 30, 2026.
Stockholder proposal requesting the Board take steps to enable all outstanding shares to have equal one-vote-per-share rights (phase out dual-class structure).
Stockholder proposal requesting disclosure of voting results separately by share class (Class A vs Class B) beginning at the 2027 annual meeting.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD CAPITAL MANAGEMENT LLC | 5.26% | 12,947,306 | $1.1B |
| 2 | EAGLE CAPITAL MANAGEMENT LLC | 4.42% | 10,880,455 | $945M |
| 3 | GREENHAVEN ASSOCIATES INC | 4.32% | 10,632,131 | $923M |
| 4 | BERKSHIRE HATHAWAY INC | 4.10% | 10,099,642 | $877M |
| 5 | STATE STREET CORP | 4.08% | 10,037,636 | $872M |
| 6 | VANGUARD PORTFOLIO MANAGEMENT LLC | 3.87% | 9,526,409 | $827M |
| 7 | BlackRock, Inc. | 3.54% | 8,713,117 | $757M |
| 8 | Aristotle Capital Management, LLC | 3.39% | 8,346,077 | $725M |
| 9 | MANUFACTURERS LIFE INSURANCE COMPANY, THE | 2.43% | 5,976,609 | $519M |
| 10 | GEODE CAPITAL MANAGEMENT, LLC | 2.06% | 5,064,097 | $438M |
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