D.R. Horton (DHI) Proxy Filing summary

Executive summary

• Achieved strong financial results in fiscal 2025, closing 88,323 homes and maintaining the position as the largest U.S. homebuilder for 24 consecutive years.

• Fiscal 2025 revenues reached $34.3 billion, with pre-tax income of $4.7 billion and a pre-tax profit margin of 13.8%.

• Returned $3.4 billion to stockholders via share repurchases and dividends, a 118% increase in distributions over the prior year.

• Expanded into 7 new states and 38 markets over five years, growing community count by 40% and revenues by 69%.

• Maintained strong liquidity, low leverage, and a disciplined capital allocation strategy.

Voting matters and shareholder proposals

• Election of eight director nominees for one-year terms.

• Advisory vote on executive compensation (say-on-pay).

• Ratification of Ernst & Young LLP as independent auditor for fiscal 2026.

• No poison pill or similar anti-takeover provision in place; one vote per share.

Board of directors and corporate governance

• Board will reduce from nine to eight directors at the 2026 Annual Meeting; six of eight nominees are independent.

• Three standing committees (Audit, Compensation, Nominating and Governance) are 100% independent.

• Board succession planning and refreshment led to five new independent directors since 2018, including three since 2024.

• Separate roles for Chairman, CEO, and an independent Presiding Director; annual board and committee evaluations.

• Proxy access bylaw allows stockholders (3% ownership for 3 years) to nominate up to 20% of the board.