Meritage Homes (MTH) Proxy filing summary

Executive summary

• The 2026 Annual Meeting will be held virtually on May 21, 2026, with voting open to shareholders of record as of March 26, 2026.

• Six directors are up for election for one-year terms as the board transitions to annual elections by 2027.

• Key proposals include director elections, auditor ratification, executive compensation approval, and two proposals regarding the threshold for shareholders to call special meetings.

• The board recommends voting for all management proposals and against the shareholder proposal to lower the special meeting threshold to 10%.

Voting matters and shareholder proposals

• Proposals: (1) Election of six directors, (2) Ratification of Deloitte & Touche LLP as auditor, (3) Advisory vote on executive compensation, (4) Advisory vote to reduce special meeting threshold to 25%, (5) Shareholder proposal to reduce threshold to 10%.

• The board supports the 25% threshold but opposes the 10% threshold, citing cost and risk of minority-driven meetings.

• Shareholder proposal highlights recent declines in earnings, margins, and customer satisfaction as reasons for greater accountability.

Board of directors and corporate governance

• The board consists of 11 members, with a mix of tenures and diverse backgrounds; all but two are independent.

• Board committees include Audit, Compensation, Nominating/Governance/Sustainability (NGS), and Asset Management.

• The board has implemented majority voting, proxy access, and regular refreshment, adding five new independent directors since 2020.

• Lead Independent Director and Executive Chairman roles are separated for balanced oversight.