Independent
Tenure on this board
16.8 yrs
6 nominees · 5 ballot items.
Election of six directors; Ratification of Deloitte & Touche LLP as independent auditor; Advisory Say-on-Pay for Named Executive Officers’ compensation; Advisory vote to reduce the ownership threshold to call a special meeting to 25%; Shareholder proposal by John Chevedden to lower special meeting threshold to 10% (with proponent’s statement and Board opposition).
Election of six Class I directors to hold office until the 2027 Annual Meeting or until their successors are elected and qualified.
Ratify selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal 2026.
Ratification of the Audit Committee’s appointment of Deloitte & Touche LLP as independent auditor for fiscal 2026. The proposal asks shareholders to ratify the selection; management cites long-standing relationship since 2004 and no other significant relationships; fees disclosed. The Board recommends FOR, noting that ratification provides shareholder input and that even if not ratified, practical constraints may keep the appointment in place. This is a routine auditor ratification and thus the verbose analysis is intentionally concise, focusing on continuity of audit oversight and potential implications for audit independence and fees.
Advisory resolution to approve the disclosed compensation of the Company’s Named Executive Officers.
This Say-on-Pay advisory proposal asks shareholders to approve the company’s executive compensation disclosures and overall NEO compensation framework. Management seeks affirmation of compensation design that ties pay to performance via mix of cash incentives (Adjusted EBITDA, home closings, customer satisfaction) and long-term equity (Adjusted ROA, rTSR), with governance safeguards including clawbacks and stock ownership requirements. The board emphasizes past strong shareholder support and argues the program balances short- and long-term incentives, aligns management and shareholder interests, and uses independent compensation consultants. Approval is non-binding but signals investor sentiment; the Compensation Committee will consider the outcome. The Board recommends FOR, citing robust pay-for-performance elements and prior high approval rates.
Advisory vote asking whether stockholders support amending the Bylaws to lower the ownership threshold to request a special meeting from 50% to 25%.
This advisory proposal solicits shareholder feedback on lowering the bylaw threshold to call a special meeting from 50% to 25%. Management frames the change as balancing empowerment to address urgent matters versus protecting against frivolous, costly meetings called by a small minority; cites Maryland statutory default of 25% and market practices. The proposal is non-binding; Board and Nominating Committee will consider the vote and the competing shareholder proposal (10%) when deciding whether to amend the bylaws. The Board recommends FOR, arguing 25% provides substantial support without undue risk of misuse.
Shareholder-submitted resolution by John Chevedden requesting amendment of governing documents to allow shareholders holding 10% (or lowest legal percentage) to call special shareholder meetings, with no discriminatory ownership-duration rules.
The shareholder proposal by John Chevedden requests that Meritage amend its governing documents to allow holders of 10% of outstanding shares (or the lowest percentage permitted by law) to call special meetings, and remove ownership-duration or record-holder restrictions. The proponent argues this is necessary to hold the Board accountable amid 2025 operational and financial headwinds, including declines in net earnings, revenue and margins, increased inventory impairments and customer complaints. Management opposes, arguing a 10% threshold risks enabling small minorities to impose costly and distracting special meetings, that 25% is a balanced alternative consistent with Maryland default, and highlighting existing engagement channels and governance features. The proposal’s practical impact would be to lower the bar for calling extraordinary meetings, potentially facilitating more frequent shareholder-initiated governance actions; the Board recommends AGAINST citing cost and misuse risks while offering a management-sponsored advisory vote on a 25% threshold as a compromise.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 11.66% | 7,777,483 | $481M |
| 2 | VANGUARD PORTFOLIO MANAGEMENT LLC | 5.95% | 3,967,436 | $245M |
| 3 | STATE STREET CORP | 5.18% | 3,454,732 | $214M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 4.32% | 2,882,810 | $178M |
| 5 | DIMENSIONAL FUND ADVISORS LP | 4.18% | 2,784,867 | $172M |
| 6 | FMR LLC | 3.44% | 2,295,480 | $142M |
| 7 | BlackRock, Inc. | 3.22% | 2,145,126 | $133M |
| 8 | Capital World Investors | 2.98% | 1,987,850 | $123M |
| 9 | GREENHAVEN ASSOCIATES INC | 2.18% | 1,454,849 | $90M |
| 10 | GEODE CAPITAL MANAGEMENT, LLC | 2.13% | 1,423,529 | $88M |
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