Meritage Homes (MTH) Proxy filing summary

Executive summary

• The 2026 Annual Meeting will be held virtually on May 21, 2026, with shareholders able to vote electronically or by proxy in advance.

• Shareholders of record as of March 26, 2026, are entitled to vote on all proposals, with 66,702,433 shares outstanding.

• The Board recommends voting FOR all director nominees, FOR ratification of the auditor, FOR Say on Pay, FOR reducing the special meeting threshold to 25%, and AGAINST the shareholder proposal to lower it to 10%.

Voting matters and shareholder proposals

• Six directors are nominated for one-year terms as the Board transitions to annual elections by 2027.

• Proposals include: election of directors, ratification of Deloitte & Touche LLP as auditor, advisory Say on Pay, advisory vote to reduce the special meeting threshold to 25%, and a shareholder proposal to lower it to 10%.

• The Board supports the 25% threshold as a balanced approach and opposes the 10% threshold, citing cost and risk of minority-driven special meetings.

Board of directors and corporate governance

• The Board consists of 11 members, with a mix of tenures and diverse backgrounds; majority are independent except for the Executive Chairman and CEO.

• Four standing committees: Audit, Compensation, Nominating/Governance/Sustainability (NGS), and Asset Management, all comprised of independent directors.

• Board refreshment efforts added five new independent directors from 2020 to 2025.

• Proxy access allows eligible shareholders to nominate directors in the proxy materials.