Meritage Homes Corporation (MTH) Earnings Call Transcript & Summary

Hello, and welcome to the Annual Meeting of Stockholders of Meritage Homes Corporation. Please note that today's meeting is being recorded. [Operator Instructions] It is now my pleasure to turn today's meeting over to Phillippe Lord, the CEO of Meritage Homes Corporation. Mr. Lord, the floor is yours.

Good morning. My name is Phillippe Lord, the CEO of Meritage Homes Corporation. On behalf of Meritage, I would like to welcome you to our 2026 Annual Meeting of Stockholders. As is our practice, this year's meeting is being held virtually via live audio webcast. Joining me today via webcast are Steve Hilton, the company's Executive Chairman, who will act as Chairman of this meeting; as well as Malissia Clinton, the company's General Counsel and Secretary, will act as Secretary of this meeting; Jennifer Lippoldt of Computershare will serve as our Inspector of Elections today. I would now like to ask Steve to lead us through the rest of this meeting. Steve?

Thank you, Philippe. Good morning, everyone. As Chairman of this meeting, at this time, I will call the meeting to order. Each of you should be able to access our agenda and rules of procedure via the web portal. We'll conduct the meeting according to that agenda and those rules. As is our custom, we will conduct the business portion of our meeting first. Stockholders can submit questions related to the election of directors or any other proposals on the ballot through the web portal, and we'll address them during the meeting. Please note that the list of registered stockholders is available on the web portal for inspection during this meeting by any stockholder. Before proceeding, let me introduce my fellow directors who have joined this meeting. Peter Ax, Dana Bradford, Louis Caldera, Deb Henretta, Erin Lantz, Joe Keough, Kelly Mooney, Mike Odell, Geisha Williams and Philippe Lord, also our Chief Executive Officer; our Corporate Officer also present, Hilla Sferruzza Chief Financial Officer; Malissia Clinton, General Counsel and Secretary; Austin Woffinden, Executive Vice President of Corporate Operations and Strategy; and Javier Feliciano, Chief People Officer. And we have the following representatives are independent auditor and legal counsel [indiscernible] Chiles from Deloitte & Touche, [ Jeff Beck ] Snow and Walmer. As noted in our annual -- as noted in our notice of annual meeting and proxy statement, the record date for voting at this meeting was March 26, 2026. The Secretary has presented an affidavit of mailing stating that the notice of the annual meeting and accompanying proxy materials were distributed on or about April 7, 2026. Based upon the proxies received prior to this meeting, I've been informed by the inspector of the elections that we have a quorum, this meeting is duly convened. We may now proceed with the business of the meeting. The minutes of last year's Annual Meeting of the Stockholders have been approved by the Board of Directors and are on file with the company. As Chairman, I will entertain a motion to proceed with the election of directors and voting on the other proposals set forth.

I so move.

A second?

I second.

Thank you. The polls are now open. At this time, any stockholder who hasn't yet voted or wishes to change his or her vote may do so by clicking on the voting button on the web portal and following the instructions there. Stockholders who have sent in proxies or voted via telephone or Internet do not want to change their vote, do not need to take any further action. There are four company proposals and one stockholder proposal to be considered by the stockholders on today's agenda. Each of the proposals will be presented in the order in which they appear in the company's notice of Annual Meeting of Stockholders and proxy materials. Please note that only properly submitted proposals, which are listed in the proxy materials previously distributed to you, will be considered at this meeting. In the interest of time, please save your questions and comments until after all proposals are introduced. Now I'll present the four company items of business on today's agenda as specified in the proxy materials. Number one, the election of 6 directors for a 1-year term; number two, ratification of Deloitte & Touche as our independent registered public accountant firm for the 2026 fiscal year; number three, the advisory vote to approve the compensation of our named executive officers; and number four, the advisory vote to approve the reduction in ownership threshold to call a special meeting of the stockholders to 25%. As I mentioned, we will be considering voting on one stockholder proposal, which is submitted by stockholder, John Chevedden. This proposal and the company's opposition statement are set forth in the company's proxy materials. At this time, I'd like to introduce Mr. Chevedden, who is in attendance at our virtual meeting today. He will have up to 3 minutes to present this proposal. Web hosting moderator will alert you when there is 1 minute left. Mr. Chevedden, please proceed with your proposal.

This is John Chevedden, Proposal 5, improve shareholder ability to call for a special shareholder meeting. Shareholders ask our Board of Directors to take the steps necessary to amend the governing documents to give the owners a combined 10% of our outstanding common stock the power to call a special shareholder meeting. Such a special shareholder meeting can be an online shareholder meeting. There shall be no discriminatory rule to mandate ownership of Meritage Homes shares for a specific period of time or for shares to participate in calling for a special shareholder meeting or that most such shareholders be record holders. Proposal 4 ceding proposal is a sneaky proposal in that it's only an advisory proposal. Proposal 4 was drafted after this proposal 5 was submitted to Meritage. Meritage thus had 4 months to draft its proposal 4. This proposal 5 is upfront in stating two principal elements for a genuine right for Meritage shareholders to call for a special shareholder meeting, giving 10% of Meritage shares and attainable right to call for a special shareholder meeting and no disqualification clause that could, for instance, disqualify a substantial block of Meritage shares from participating in calling for a special shareholder meeting. Meritage has 4 months to draft its proposal 4 that would seek Meritage shareholder input on these two principal elements of genuine shareholder right to call for a special shareholder meeting and suspiciously chose only to include one, a 25% provision. Perhaps Meritage risk litigation if Meritage asks its shareholders to approve a binding 2027 special meeting proposal that disqualifies a substantial block of Meritage shares because Meritage clearly had an opportunity to seek shareholder input on that key detraction element and chose not to do so. Please vote for a genuine shareholder ability to call for a special shareholder meeting, proposal 5 against the sneaky Proposal 4.

Okay. Thank you. We will now conduct any other business that may properly come before the meeting. We have received no questions relating to the election of directors or any of the proposals on the ballot, I declare the polls closed. On behalf of Meritage, I want to express our appreciation to all stockholders who returned their proxies or voted at this meeting. Preliminary votes have been tabulated and the preliminary results are as follows: one, 6 directors were elected for a 1-year term; two, the selection of Deloitte & Touche as our independent registered public accounting firm for the 2026 fiscal year was ratified. Number three, the compensation of our named executive officers was approved on an advisory basis. Number four, the advisory vote to approve the reduction in ownership threshold to call a special meeting of stockholders to 25% was approved. Number five, the shareholder proposal to improve shareholder ability to call for a special shareholder meeting was not approved. We'll announce the final results of today's meeting within 4 business days from today. I believe there are no questions from the stockholders today. We will conclude our Q&A session. As there is no other business to be addressed at this meeting, I will entertain a motion to adjourn the meeting.

I so move.

I second the motion.

All in favor, say aye. Aye. All opposed, say no. Nice have it, Motion carried. That concludes the business of the meeting. Thank you for attending.

This concludes the meeting. You may now disconnect.