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Meritage Homes (NYSE: MTH) backs pay plan, 25% special meetings

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Meritage Homes Corporation reported the results of its annual stockholder meeting held on May 21, 2026. Stockholders elected six Class I directors, each receiving over 52.8 million votes in favor with relatively low opposition.

Stockholders ratified Deloitte & Touche LLP as independent registered public accounting firm with 58.1 million votes for. They also approved, on an advisory basis, executive compensation and a reduction of the ownership threshold to call a special meeting to 25%, while a separate shareholder proposal to further change special meeting rights did not pass.

Positive

  • None.

Negative

  • None.
Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Auditor ratification votes for 58,119,927 votes Ratification of Deloitte & Touche LLP for 2026 fiscal year
Say-on-pay votes for 53,010,701 votes Advisory approval of named executive officer compensation
Special meeting 25% threshold votes for 52,838,631 votes Advisory approval of reduction in ownership threshold to call special meeting
Failed shareholder proposal votes for 13,952,196 votes Proposal to improve shareholder ability to call special meetings
Director election example – Geisha Williams votes for 54,756,626 votes Election as Class I Director
broker non-votes financial
"Broker Non-Votes Dana C. Bradford | I | 53,182,886 ... | 4,716,419"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
independent registered public accounting firm financial
"ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
advisory basis financial
"approved, on an advisory basis, the compensation of the Company’s named executive officers"
special meeting of stockholders financial
"to call a special meeting of stockholders to 25%"
A special meeting of stockholders is an unscheduled gathering called to let shareholders vote on specific, often urgent company decisions—like mergers, major asset sales, changes to the board, or amendments to governing rules. Think of it as an emergency town hall where owners cast ballots in person or by mail/online; outcomes can materially change a company’s strategy, control or value, so investors pay close attention and may need to vote or adjust holdings accordingly.
Annual Meeting of Stockholders financial
"held its Annual Meeting of Stockholders at 8:00 a.m. Pacific Time"
Understanding 8-K Material Events →
0000833079false00008330792026-05-212026-05-21

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549
_______________________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): May 21, 2026
_______________________
MTH_Logo_Standard_Horizontal_Tagline_RGB narrow white space.jpg
MERITAGE HOMES CORPORATION
(Exact Name of Registrant as Specified in its Charter)
Maryland 001-9977 86-0611231
(State or Other Jurisdiction
of Incorporation)		 (Commission File
Number)		 (IRS Employer
Identification No.)
   
18655 North Claret Drive, Suite 400, Scottsdale, Arizona 85255
(Address of Principal Executive Offices, including Zip Code)
(480) 515-8100
(Registrant’s telephone number, including area code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock $.01 par valueMTHNew York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities and Exchange Act of 1934 (§240.12b-2 of this chapter). 
 Emerging growth company☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards pursuant to Section 13(a) of the Exchange Act. ☐


ITEM 5.07    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

On May 21, 2026, Meritage Homes Corporation (the "Company") held its Annual Meeting of Stockholders at 8:00 a.m. Pacific Time in a virtual-only format. The following matters were voted upon at the meeting:

Proposal No. 1
The Company’s stockholders elected six individuals to the Board of Directors as Class I Directors by the votes set forth in the table below.
NameClassVotes ForVotes AgainstAbstentionsBroker Non-Votes
Dana C. BradfordI53,182,8861,611,00013,0744,716,419
Louis E. CalderaI54,735,42558,46713,0684,716,419
Deb HenrettaI52,898,8021,895,31812,8404,716,419
Steven J. HiltonI54,196,234599,02111,7054,716,419
P. Kelly MooneyI53,800,747983,20623,0074,716,419
Geisha WilliamsI54,756,62637,21213,1224,716,419

Proposal No. 2
The Company’s stockholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the 2026 fiscal year by the votes set forth in the table below.
Votes ForVotes AgainstAbstentions
58,119,9271,380,95122,501

Proposal No. 3
The Company’s stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers by the votes set forth in the table below.
Votes ForVotes AgainstAbstentionsBroker Non-Votes
53,010,7011,758,70737,5524,716,419

Proposal No. 4
The Company’s stockholders approved, on an advisory basis, as set forth below, a reduction in ownership threshold to call a special meeting of stockholders to 25%.
Votes ForVotes AgainstAbstentionsBroker Non-Votes
52,838,6311,931,83336,4964,716,419

Proposal No. 5
The Company’s stockholders did not approve, as set forth below, a shareholder proposal to improve shareholder ability to call for a special shareholder meeting.
Votes ForVotes AgainstAbstentionsBroker Non-Votes
13,952,19640,584,721270,0434,716,419
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
Exhibit NumberDescription
104The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.


SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: May 21, 2026
 
MERITAGE HOMES CORPORATION
/s/Malissia Clinton
By:Malissia Clinton
Executive Vice President and General Counsel


Source: View Original Filing on SEC EDGAR

FAQ

What did Meritage Homes (MTH) stockholders decide at the 2026 annual meeting?

Meritage Homes stockholders elected six Class I directors, ratified Deloitte & Touche LLP as auditor, and approved advisory votes on executive pay and a 25% ownership threshold to call special meetings, while rejecting a shareholder proposal to further expand special meeting rights.

How did Meritage Homes (MTH) investors vote on executive compensation in 2026?

Meritage Homes investors approved executive compensation on an advisory basis, with 53,010,701 votes for, 1,758,707 against, and 37,552 abstentions. There were also 4,716,419 broker non-votes recorded on this say-on-pay proposal at the 2026 annual stockholder meeting.

What special meeting threshold did Meritage Homes (MTH) stockholders approve?

Stockholders approved, on an advisory basis, reducing the ownership threshold to call a special meeting to 25%, with 52,838,631 votes for, 1,931,833 against, and 36,496 abstentions, plus 4,716,419 broker non-votes, signaling support for this governance change.

Which auditor did Meritage Homes (MTH) stockholders ratify for fiscal 2026?

Meritage Homes stockholders ratified Deloitte & Touche LLP as the independent registered public accounting firm for the 2026 fiscal year, with 58,119,927 votes for, 1,380,951 against, and 22,501 abstentions recorded at the annual meeting.

Did the shareholder proposal on special meeting rights at Meritage Homes (MTH) pass?

The shareholder proposal to improve shareholder ability to call a special shareholder meeting did not pass. It received 13,952,196 votes for, 40,584,721 votes against, 270,043 abstentions, and 4,716,419 broker non-votes at the 2026 annual meeting.

Filing Exhibits & Attachments

3 documents

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