Not independent
Tenure on this board
16.0 yrs
9 nominees · 3 ballot items.
Vote to elect nine director nominees; ratify Ernst & Young LLP as independent auditors for fiscal 2026; and approve, on an advisory non-binding basis, the compensation of the Company’s named executive officers as disclosed in the proxy statement.
Elect nine directors nominated by the Board to hold office until the 2027 Annual Meeting and until their successors are duly elected and qualified.
Ratify, in a non-binding vote, the re-appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending October 31, 2026.
Hold an advisory, non-binding vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement.
This advisory proposal asks shareholders to approve, on a non-binding basis, the compensation paid to the Company's named executive officers as described in the Compensation Discussion and Analysis and related tables. Management is asking for approval to validate its pay design, which emphasizes a majority of at-risk compensation tied to operational and long-term performance metrics (pre-tax income, unit deliveries, gross margin, and three-year ROE) and a mix of annual cash bonuses, PRSUs, and RSUs intended to align executives with shareholder interests. The Board and Compensation Committee contend that the program incentivizes both short-term operational execution and long-term shareholder returns, and they point to robust prior support (e.g., 97% voting in favor in 2025) and extensive investor outreach as evidence of alignment. The advisory vote is non-binding but provides the Board with stockholder feedback that informs future compensation design and guardrails. The proxy explains target-setting and oversight processes, including use of an independent compensation consultant and periodic peer comparisons, and describes why the Board believes the program is appropriately calibrated to the cyclical homebuilding business. Management highlights that pay-for-performance outcomes were reflected in fiscal 2025 payouts (e.g., formulaic and PRSU results tied to achieved metrics) and that significant portions of executive pay are deferred and subject to performance and service-based vesting. The Board recommends a “FOR” vote on the basis that the compensation program promotes retention, aligns executives’ incentives with stockholder returns, and has been reinforced by shareholder engagement and strong historical support. In considering this proposal, investors should weigh the non-binding nature of the vote, the specific metrics used to determine payouts, the demonstrated historical shareholder backing, and the potential governance implications of any dissenting vote as feedback to the Compensation Committee.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 6.3% | 5,868,019 | $801M |
| 2 | GREENHAVEN ASSOCIATES INC | 6.0% | 5,645,309 | $770M |
| 3 | Capital World Investors | 5.6% | 5,207,777 | $711M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 4.5% | 4,252,652 | $580M |
| 5 | VANGUARD PORTFOLIO MANAGEMENT LLC | 4.5% | 4,170,253 | $569M |
| 6 | STATE STREET CORP | 3.6% | 3,359,665 | $458M |
| 7 | BlackRock, Inc. | 3.1% | 2,873,029 | $392M |
| 8 | DIMENSIONAL FUND ADVISORS LP | 2.9% | 2,727,686 | $372M |
| 9 | FMR LLC | 2.3% | 2,114,532 | $289M |
| 10 | GEODE CAPITAL MANAGEMENT, LLC | 2.2% | 2,018,257 | $275M |
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