What changed in this filing

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Item 9A. Controls and Procedures

2024-01-19 compared with 2023-01-20 · 48 added, 38 removed, 231 unchanged (27% of the section changed)

39 unchanged sentences

As discussed above under Item 1A.

Risk Factors in this report, we have invested significant resources over the past few years to develop and implement a new custom ERP system designed to improve the efficiency of our internal operational and administrative activities.

While the new ERP system has become an increasing component of our business as more of our operating divisions transition to it, the related internal control over financial reporting has been designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes.

Accordingly, we continue to rely upon a combination of our existing and new ERP systems for financial statement reporting purposes.

As discussed above under Item 1A – Risk Factors in this report, we have invested significant resources over the past few years to develop and implement a new custom ERP system designed to improve the efficiency of our internal operational and administrative activities.

While the implementation is nearly completed, and the new ERP system has become an increasing component of our business, the related internal control over financial reporting has been designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes.

We continue to rely upon a combination of our old and new ERP systems for financial statement reporting purposes.

Other than the new ERP system implementation, there have been no changes in our internal control over financial reporting during the quarter ended November 30, 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

OTHER INFORMATION

On January 19, 2023, our board of directors approved an amendment and restatement of the By-Laws (“Amended and Restated By-Laws”), effective as of such date.

The amendments set forth in the Amended and Restated By - Laws (i) made certain changes and clarifications to the requirements for nominating directors and soliciting proxies, including, without limitation, related to compliance with recently adopted Rule 14a-19 under the Exchange Act, (ii) made certain conforming changes to reflect recent amendments to the Delaware General Corporation Law (“DGCL”) relating to stockholder meeting adjournment procedures and the availability of stockholder lists, and (iii) updated the existing forum selection bylaw to provide that a federal district court of the United States of America shall be the exclusive forum for the resolution of claims under the Securities Act of 1933, as amended, and made applicable conforming changes.

The foregoing summary of the amendments effected by the Amended and Restated By-Laws does not purport to be complete and is qualified in its entirety by reference to the complete text of the Amended and Restated By-Laws, which are filed as Exhibit 3.2 hereto and are incorporated herein by reference.

In addition on January 19, 2023, our board of directors ratified the prior approval of the 2016 amendment to our equity incentive plan and the extensions of our rights agreement in 2018 and 2021.

Following the original approval by our board of directors, the amendment and extensions were submitted to a vote of stockholders at annual meetings for which the record date was set 62 days before the annual meeting, which may not have been fixed in accordance with the DGCL and the Company’s

By-Laws, raising a question about the validity of the votes taken at such meetings.

A copy of the resolutions adopted by our board of directors approving the ratification is set forth in Exhibit 99.1 to this annual report.

Any claim that defective corporate acts or putative stock ratified by the resolutions is void or voidable due to the failure of authorization or that the Delaware Court of Chancery should declare in its discretion that the ratification in accordance with Section 204 of the DGCL not be effective or be effective only on certain conditions must be brought within 120 days from the giving of this notice (which is deemed to be given on the date that this annual report is filed with the SEC).

Also on January 19, 2023, our board of directors approved and confirmed Dr.

Stuart Gabriel’s election and appointment to the board and the audit and compliance committee as of such date, because Dr.

Gabriel first stood for election to our board of directors at the 2016 annual meeting.

Gabriel participates in the same compensation program as our other independent directors.

None of our directors or executive officers adopted or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement during the quarter ended November 30, 2023, as such terms are defined under Item 408(a) of Regulation S-K.

Additionally, we did not adopt or terminate a Rule 10b5-1 trading arrangement during the quarter ended November 30, 2023.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not applicable.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The information for this item for executive officers is provided above in the Executive Officers of the Registrant section in this report.

Except as stated below, the other information for this item will be provided to the extent applicable in the “Corporate Governance and Board Matters,” “Election of Directors,” “Ownership of KB Home Securities” and “Annual Meeting, Voting and Other Information” sections in our 2023 Proxy Statement and is incorporated herein by this reference.

Except as stated below, the other information for this item will be provided to the extent applicable in the

“Corporate Governance and Board Matters,” “Election of Directors,” “Ownership of KB Home Securities” and “Annual Meeting, Voting and Other Information” sections in our 2024 Proxy Statement and is incorporated herein by this reference.

Ethics Policy

14 unchanged sentences

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The information for this item will be provided in the “Ownership of KB Home Securities” and “Approve the Amended and Restated KB Home 2014 Equity Incentive Plan” sections in our 2023 Proxy Statement and is incorporated herein by this reference.

Except as provided below, the information for this item will be provided in the “Ownership of KB Home Securities” section in our 2024 Proxy Statement and is incorporated herein by this reference.

The following table presents information as of November 30, 2023 with respect to shares of our common stock that may be issued under our existing equity compensation plans:

Equity Compensation Plan Information

Plan category Number of

common shares to

be issued upon

outstanding options,

Weighted-average

exercise price of

outstanding options,

warrants and rights

Number of common

shares remaining

available for future

issuance under equity

compensation plans

(excluding common

shares reflected in

Equity compensation plans approved by stockholders 2,334,982 $ 15.50 8,245,553

Equity compensation plans not approved by stockholders — — —

Total 2,334,982 $ 15.50 8,245,553

(i) The number of shares in column (a) reflects outstanding stock options and 1,225,415 outstanding PSUs (at target amount) as of November 30, 2023, as described in Note 21 – Employee Benefit and Stock Plans in the Notes to Consolidated Financial Statements in this report.

For the outstanding PSUs, the number of shares approved for grant will depend on our performance on the applicable measures during the relevant performance periods, and we cannot predict the extent to which any shares under these awards will ultimately vest.

The weighted average exercise price in column (b) does not take into account the outstanding PSUs.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

The information for this item will be provided in the “Corporate Governance and Board Matters” section in our 2024 Proxy Statement and is incorporated herein by this reference.

PRINCIPAL ACCOUNTING FEES AND SERVICES

PRINCIPAL ACCOUNTANT FEES AND SERVICES

The information for this item will be provided in the “Independent Auditor Fees and Services” section in our 2024 Proxy Statement and is incorporated herein by this reference.

EXHIBITS, FINANCIAL STATEMENT SCHEDULES

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

Financial Statements

4 unchanged sentences

001-09195), is incorporated by reference herein.

3.2† Amended and Restated By-Laws of KB Home, as amended.

3.2 Amended and Restated By-Laws of KB Home, as amended, filed as exhibit to our 2022 Annual Report on Form 10-K (File No.

001-09195), is incorporated by reference herein.

4.1 Indenture relating to our Senior Notes among us, the Guarantors party thereto and Sun Trust Bank, Atlanta, dated January 28, 2004, filed as an exhibit to our Registration Statement No.

41 unchanged sentences

001-09195), is incorporated by reference herein.

4.19† Twelfth Supplemental Indenture, dated as of January 19, 2023, by and among us, the Guarantors party thereto, the Additional Guarantor named therein and Regions Bank, as Trustee.

4.19 Twelfth Supplemental Indenture, dated as of January 19, 2023, by and among us, the Guarantors party thereto, the Additional Guarantor named therein and Regions Bank, as Trustee, filed as exhibit to our 2022 Annual Report on Form 10-K (File No.

001-09195), is incorporated by reference herein.

10.1 KB Home Directors’ Legacy Program, as amended January 1, 1999, filed as an exhibit to our 1998 Annual Report on Form 10-K (File No.

30 unchanged sentences

001-09195), is incorporated by reference herein.

10.15* KB Home 2010 Equity Incentive Plan, filed as an exhibit to our Quarterly Report on Form 10-Q for the quarter ended February 28, 2010 (File No.

001-09195), is incorporated by reference herein.

10.16* Form of Stock Option Award Agreement under the KB Home 2010 Equity Incentive Plan, filed as an exhibit to our Current Report on Form 8-K dated July 20, 2010 (File No.

001-09195), is incorporated by reference herein.

10.17* Amendment to the KB Home 2010 Equity Incentive Plan, filed as an exhibit to our Quarterly Report on Form 10-Q for the quarter ended February 28, 2011 (File No.

001-09195), is incorporated by reference herein.

Executive Severance Benefit Decisions, filed as an exhibit to our Quarterly Report on Form 10-Q for the quarter ended February 28, 2011 (File No.

001-09195), is incorporated by reference herein.

10.19* KB Home 2010 Equity Incentive Plan Stock Option Agreement for performance stock option grant to Jeffrey T.

Mezger, filed as an exhibit to our 2011 Annual Report on Form 10-K (File No.

001-09195), is incorporated by reference herein.

KB Home 2014 Equity Incentive Plan, filed as an exhibit to our Quarterly Report on Form 10-Q for the quarter ended February 28, 2014 (File No.

8 unchanged sentences

001-09195), is incorporated by reference herein .

10.25* Amended KB Home 2010 Equity Incentive Plan, as amended on April 13, 2017, filed as an exhibit to our Quarterly Report on Form 10-Q for the quarter ended May 31, 2017 (File No.

001-09195), is incorporated by reference herein .

Form of Restricted Stock Agreement under the Amended KB Home 2014 Equity Incentive Plan, filed as an exhibit to our 2018 Annual Report on Form 10-K (File No.

2 unchanged sentences

001-09195), is incorporated by reference herein.

10.28 Third Amended and Restated Revolving Loan Agreement, dated as of October 7, 2019, among us, the banks party thereto, and Citibank, N.A., as Administrative Agent, filed as an exhibit to our 2019 Annual Report on Form 10-K (File No.

001-09195), is incorporated by reference herein.

Form of Performance-Based Restricted Stock Unit Award Agreement under the Amended KB Home 2014 Equity Incentive Plan, filed as an exhibit to our Current Report on Form 8-K dated October 13, 2020 (File No.

10 unchanged sentences

001-09195), is incorporated by reference herein .

Amended and Restated KB Home 2014 Equity Incentive Plan, effective April 20, 2023, filed as an exhibit to our Quarterly Report on Form 10-Q for the quarter ended May 31, 2023 (File No.

001-09195), is incorporated by reference herein.

Amended and Restated KB Home 2014 Equity Incentive Plan Performance-Based Restricted Stock Unit Award Agreement , filed as an exhibit to our Current Report on Form 8-K (F ile No.

001-09195) dat ed October 11, 2023 , is incorporated by reference herein.

Amended and Restated KB Home 2014 Equity Incentive Plan Restricted Stock Award Agreement , filed as an exhibit to our Current Report on Form 8-K (File No.

001-09195) dated October 11, 2023, is incorporated by reference herein.

21† Subsidiaries of the Registrant .

11 unchanged sentences

Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

99.1† Board of directors resolutions ratifying the Amended KB Home 2014 Equity Incentive Plan and Amended Rights Agreement.

KB Home C ompensation Recovery Policy.

101.INS XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

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(Principal Accounting Officer) January 19, 2024

/ S / JOSE M.

Director January 19, 2024

/ S / ARTHUR R.

4 unchanged sentences

Director January 19, 2024

/ S / TIMOTHY W.

Director January 20, 2023

/ S / STUART A.

11 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures