Boardroom Alpha
Meeting calendar
NVR · Annual meeting · Thursday, May 7, 2026

Nvr Inc

11 nominees · 5 ballot items.

Election of eleven directors; ratification of KPMG LLP as independent auditor; non-binding advisory vote to approve executive compensation; shareholder proposal to lower the ownership threshold to call a special meeting; shareholder proposal requesting disclosure of greenhouse gas emissions.

Market cap
$17.5B
1Y TSR
-13.9%
Board grade
B-
Record date
Mar 4, 2026
Filing
DEF 14A
Meeting concluded · May 7, 2026

Follow how the vote landed and what changed on Nvr Inc’s board — director track records, governance grades, and ongoing monitoring — on the Boardroom Alpha platform.

Proposals

On the ballot5

  1. 1

    Election of Directors

    ManagementBoard: FOR

    Elect eleven directors to serve for one-year terms until the 2027 Annual Meeting.

  2. 2

    Ratification of Appointment of Independent Auditor

    ManagementBoard: FOR

    Ratify the appointment of KPMG LLP as NVR’s independent auditor for the year ending December 31, 2026.

  3. 3

    Advisory Vote on Executive Compensation (“Say on Pay”

    ManagementBoard: FOR

    Non-binding advisory vote to approve the compensation paid to NVR’s named executive officers as disclosed in the proxy statement.

    More detail

    This management proposal asks shareholders to cast a non-binding advisory vote approving the Company’s disclosed executive compensation practices, including the Compensation Discussion and Analysis and related tables and narratives. Management seeks shareholder approval to reaffirm its compensation philosophy emphasizing pay-for-performance, moderate cash compensation, and substantial long-term equity incentives structured as stock options tied to total shareholder return (TSR). The Board highlights key features: annual cash bonuses capped at 100% of base salary, periodic long-term stock option grants (including performance-based vesting tied to return on capital), robust stock ownership guidelines, and a strong alignment with long-term shareholder interests. The Board presents evidence of shareholder support in prior years (95% support in 2025 for 2024 pay) and underscores that executive target cash compensation is at or below peer group medians, further reducing short-term incentive misalignment. Management recommends a FOR vote, arguing these practices reduce risky short-term incentives, emphasize long-term TSR, and provide retention and alignment benefits. The proposal is advisory only, but the Compensation Committee will consider the vote outcome in future decisions. Given NVR’s unique compensation structure (periodic option grants, long vesting periods, and return-on-capital performance hurdles), shareholders should weigh whether these mechanisms appropriately balance retention, pay-for-performance, and shareholder alignment relative to industry peers and the company’s historic TSR and financial outcomes. The Board’s rationale focuses on long-term alignment and conservative cash compensation, while opponents (if any) would likely point to the concentrated use of options and potential lack of annual equity grants as areas to monitor for retention and incentive effectiveness.

  4. 4

    Shareholder Proposal Regarding Special Shareholder Meeting (Reduce Ownership Threshold

    Shareholder — John CheveddenBoard: AGAINST

    Shareholder proposal requesting amendment of governing documents to allow shareholders holding a combined 10% of outstanding common stock (or the lowest percent permitted by law) to call a special shareholder meeting, including enabling online special meetings.

  5. 5

    Shareholder Proposal Regarding Greenhouse Gas Emissions Disclosure

    Shareholder — As You Sow, on behalf of Amalgamated Bank's Longview Largecap 500 Index Fund and Portico Benefit ServicesBoard: AGAINST

    Shareholder proposal requesting a report disclosing the company's greenhouse gas (GHG) emissions, at reasonable expense and omitting proprietary information.

Director elections

Nominees on the ballot11

Independent
Tenure on this board
18.5 yrs
Also a director at
Marriott Vacations Worldwide Corp (VAC)
Independent
Tenure on this board
6.4 yrs
Also a director at
L3harris Technologies Inc (LHX)
Independent
Tenure on this board
17.6 yrs
Also a director at
Owens Corning (OC)
Independent
Tenure on this board
8.4 yrs
Also a director at
Wyndham Hotels & Resorts Inc (WH)
Independent
Tenure on this board
0.8 yrs
Also a director at
Rtx Corp (RTX)
Ownership

Top institutional holders10

Latest 13F quarter
1VANGUARD CAPITAL MANAGEMENT LLC6.6%177,625$1.2B
2Capital Research Global Investors6.0%162,965$1.1B
3BlackRock, Inc.5.2%139,185$917M
4STATE STREET CORP4.7%127,596$841M
5VANGUARD PORTFOLIO MANAGEMENT LLC4.4%119,297$786M
6GEODE CAPITAL MANAGEMENT, LLC2.4%64,759$425M
7BlackRock, Inc.2.2%60,251$397M
8PRINCIPAL FINANCIAL GROUP INC2.2%58,172$383M
9Boston Partners1.8%47,574$314M
10Capital World Investors1.5%40,761$269M
Filings

Recent key filings

Periodic reports
Definitive proxies
Reference

Frequently asked questions

When is the Nvr Inc 2026 annual meeting?
Nvr Inc (NVR) holds its 2026 annual shareholder meeting on Thursday, May 7, 2026.
What is the record date for the Nvr Inc 2026 meeting?
The record date for the Nvr Inc 2026 meeting is Wednesday, March 4, 2026. Shareholders of record on or before that date are eligible to vote.
Who are the director nominees for Nvr Inc's 2026 meeting?
The board is presenting 11 director nominees at the Nvr Inc 2026 meeting, listed with their independence status and background.
What proposals will shareholders vote on at the Nvr Inc 2026 meeting?
Shareholders will vote on 5 proposals at the Nvr Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.
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