NVR (NVR) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for May 6, 2025, to elect nine directors, ratify KPMG LLP as auditor, hold a say-on-pay vote, and consider a shareholder proposal on special meetings.

• Shareholders of record as of March 5, 2025, are eligible to vote; multiple voting methods are available.

• The company emphasizes long-term shareholder value, strong governance, and sustainability as core priorities.

Voting matters and shareholder proposals

• Proposals include election of nine directors, auditor ratification, advisory vote on executive compensation, and a shareholder proposal to lower the threshold for calling special meetings to 10%.

• The Board recommends voting for all directors, auditor ratification, and executive compensation, but against the special meeting proposal, citing existing 25% threshold as appropriate.

Board of directors and corporate governance

• Board consists of nine members, eight of whom are independent; annual elections and majority voting standard apply.

• Separate Chairman and CEO roles; independent lead director rotates annually among committee chairs.

• Board committees include Audit, Compensation, Nominating, and Executive Committees; all committee members are independent.

• Board and committee annual evaluations are conducted; robust stock ownership requirements for directors and executives.

• Shareholder proxy access allows 3% holders for three years to nominate up to 20% of the Board.