Meritage Homes (MTH) Proxy Filing summary

Executive summary

• The 2025 Annual Meeting will be held virtually on May 22, 2025, with shareholders able to vote electronically or by proxy in advance.

• Shareholders of record as of March 27, 2025, are entitled to vote on all proposals, with 71,830,262 shares outstanding.

• The Board recommends voting FOR all management proposals and AGAINST the shareholder proposal on political spending transparency.

Voting matters and shareholder proposals

• Election of six Class II directors for two-year terms and one Class I director for a one-year term.

• Ratification of Deloitte & Touche LLP as independent auditor for 2025.

• Advisory vote on executive compensation (Say on Pay).

• Vote to declassify the Board of Directors, transitioning to annual elections by 2027.

• Shareholder proposal for semiannual reporting on political spending, opposed by the Board.

Board of directors and corporate governance

• Board consists of 12 members, with a mix of tenures and diverse backgrounds; majority are independent.

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

• Board refreshment initiative added five new independent directors in five years.

• Lead Independent Director role formalized; Board diversity is 50% by gender or ethnicity.

• Proxy access allows eligible shareholders to nominate directors.