Meritage Homes (MTH) lowers special-meeting bar, sets 75 age cap
Rhea-AI Filing Summary
Meritage Homes Corporation (MTH) reports that its Board of Directors amended the company’s Amended and Restated Bylaws. The amendments reduce the stock ownership threshold required for stockholders to call a special meeting from at least 50% of the common stock to at least 25%, following stockholder approval of an advisory proposal at the 2026 Annual Meeting of Stockholders. The Board also established a mandatory retirement age for directors of 75 years old, so no person may be elected or reelected as a director after reaching that age. The amended Bylaws, marked to show these changes, are included as an exhibit.
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8-K Event Classification
2 items: 5.03, 9.01
2 items
Item 5.03
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Governance
The company amended its charter documents, bylaws, or changed its fiscal year.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Key Figures
Special meeting ownership threshold (new): 25% of the Company's common stock
Special meeting ownership threshold (prior): 50% of the Company's common stock
Mandatory retirement age for directors: 75 years old
3 metrics
Special meeting ownership threshold (new)
25% of the Company's common stock
Ownership required for stockholders to call a special meeting after August 20, 2026
Special meeting ownership threshold (prior)
50% of the Company's common stock
Ownership previously required to call a special meeting before the bylaw amendment
Mandatory retirement age for directors
75 years old
Age after which no person may be elected or reelected as a director
Key Terms
special meeting of stockholders, Amended and Restated Bylaws, mandatory retirement age
3 terms
special meeting of stockholders regulatory
"to call a special meeting of stockholders from at least 50% to at least 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.
Amended and Restated Bylaws regulatory
"adopted amendments to the Company’s Amended and Restated Bylaws"
A company’s amended and restated bylaws are its internal rulebook rewritten to include all changes in one updated document, replacing the old bylaws. For investors, this matters because the bylaws set how the board, shareholders and officers make decisions, hold votes and handle disputes; a new consolidated version can change voting rights, control mechanisms or procedures that affect corporate governance and the value or risk of an investment.
mandatory retirement age regulatory
"adopted amendments ... to establish a mandatory retirement age of 75 years old"
FAQ
What governance changes did Meritage Homes (MTH) make to its bylaws?
Meritage Homes’ Board amended the Bylaws to lower the stock ownership threshold to call a special meeting from 50% to 25% of common stock and to establish a director mandatory retirement age of 75 years. These changes follow an advisory stockholder vote in 2026.
How did Meritage Homes (MTH) change the special meeting ownership threshold?
The minimum ownership required for stockholders to call a special meeting was reduced from at least 50% of Meritage Homes’ common stock to at least 25%. This aligns the Bylaws with an advisory proposal approved by stockholders at the 2026 Annual Meeting.
What is the new mandatory retirement age for Meritage Homes (MTH) directors?
Meritage Homes’ amended Bylaws set a mandatory retirement age of 75 years old for directors. No person may be elected or reelected to the Board after reaching age 75, according to the new provision.
Why did Meritage Homes (MTH) reduce the special meeting threshold?
The Board’s amendment responds to stockholder support for Proposal No. 4 at the 2026 Annual Meeting, an advisory vote titled “Advisory Vote to Approve Reduction in Ownership Threshold to Call a Special Meeting of Stockholders to 25%.”
What exhibit contains Meritage Homes’ updated bylaws in this 8-K?
Exhibit 3.1 contains Meritage Homes Corporation’s Amended and Restated Bylaws, marked to show the adopted changes regarding the special meeting threshold and director mandatory retirement age.
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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): August 20, 2026
_______________________
(Exact Name of Registrant as Specified in its Charter)
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||||||||
(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) | |||||||||||||||||
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| 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 class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
| 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 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 provided pursuant to Section 13(a) of the Exchange Act. | ☐ | |||||||||||||||||||
ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR.
On August 20, 2026, the Board of Directors of Meritage Homes Corporation (the "Company") adopted amendments to the Company’s Amended and Restated Bylaws ("Bylaws") to reduce the ownership threshold required to call a special meeting of stockholders from at least 50% to at least 25% of the Company's common stock. The amendment is in response to the approval by the Company's stockholders at the 2026 Annual Meeting of Stockholders of Proposal No. 4 titled "Advisory Vote to Approve Reduction in Ownership Threshold to Call a Special Meeting of Stockholders to 25%."
In addition, the Board of Directors adopted amendments to the Company's Bylaws to establish a mandatory retirement age of 75 years old for its directors, such that no person shall be elected or reelected as a director after reaching 75 years of age.
A copy of the Amended and Restated Bylaws, marked to show the adopted changes, is filed with this Form 8-K as Exhibit 3.1.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
| Exhibit Number | Description | ||||
| 3.1 | Meritage Homes Corporation Amended and Restated Bylaws | ||||
| 104 | The 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: August 25, 2026
| MERITAGE HOMES CORPORATION | |||||
| /s/ | Malissia Clinton | ||||
| By: | Malissia Clinton | ||||
| Executive Vice President and General Counsel | |||||