What changed in this filing

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Item 9A. Controls and Procedures

2021-02-12 compared with 2020-02-18 · 53 added, 41 removed, 182 unchanged (34% of the section changed)

1 unchanged sentence

In order to ensure that the information we must disclose in our filings with the SEC is recorded, processed, summarized and reported on a timely basis, we have developed and implemented disclosure controls and procedures.

Our management, with the participation of our chief executive officer and chief financial officer, has reviewed and evaluated the effectiveness of our disclosure controls and procedures, as defined in Securities Exchange Act Rules 13a-15(e) and 15d-15(e), as of the end of the period covered by this Form 10-K (the “Evaluation Date”).

Based on such evaluation, management has concluded that, as of the Evaluation Date, our disclosure controls and procedures were effective at a reasonable assurance level in ensuring that information that is required to be disclosed in the reports we file or submit under the Securities Exchange Act of 1934 (the “Exchange Act”) is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to our management, including our CEO and CFO, as appropriate to allow timely decisions regarding required disclosures.

There was no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) identified in connection with the foregoing evaluation that occurred during our fiscal quarter ended December 31, 2019 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Based on such evaluation, management has concluded that, as of the Evaluation Date, our disclosure controls and procedures were effective at a reasonable assurance level in ensuring that information that is required to be disclosed in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to our management, including our CEO and CFO, as appropriate to allow timely decisions regarding required disclosures.

There was no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during our fiscal quarter ended December 31, 2020 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Management’s Annual Report on Internal Control over Financial Reporting

2 unchanged sentences

Because of its inherent limitations, internal control over financial reporting is not intended to provide absolute assurance that a misstatement of our financial statements would be prevented or detected.

Also, projections of any evaluation of internal control effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with internal control policies or procedures may deteriorate.

Also, projections of any internal control effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with internal control policies or procedures may deteriorate.

Under the supervision and with the participation of our management, including our CEO and CFO, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

45 unchanged sentences

Number Description Page or Method of Filing

2.1 Agreement and Plan of Reorganization, dated as of September 13, 1996, by and among Homeplex, the Monterey Merging Companies and the Monterey Stockholders P Incorporated by reference to Appendix A of Form S-4 Registration Statement No.

2.1 Agreement and Plan of Reorganization, dated as of September 13, 1996, by and among Homeplex, the Monterey Merging Companies and the Monterey Stockholders Incorporated by reference to Appendix A of Form S-4 Registration Statement No.

3.1 Restated Articles of Incorporation of Meritage Homes Corporation

13 unchanged sentences

4.2 Description of securities of Meritage Homes Corporation registered under Section 12 of the Exchange Act

Filed herewith

Number Description Page or Method of Filing

Incorporated by reference to Exhibit 4.2 of Form 10-K for the year ended December 31, 2019.

4.3 Indenture dated April 10, 2012 (re 7.00% Senior Notes due 2022)

12 unchanged sentences

Incorporated by reference to Exhibit 4.2 of Form 10-Q for the quarter ended June 30, 2019

4.3.7 Seventh Supplemental Indenture (re 7.00% Senior Notes due 2022)

Filed herewith

4.3.8 Eighth Supplemental Indenture (re 7.00% Senior Notes due 2022)

Filed herewith

Number Description Page or Method of Filing

4.4 Indenture dated June 2, 2015 (re 6.00% Senior Notes due 2025) and form of 6.00% Senior Note

2 unchanged sentences

Incorporated by reference to Exhibit 4.3 of Form 10-Q for the quarter ended June 30, 2019

4.4.2 Second Supplemental Indenture (re 6.00% Senior Notes due 2025)

Filed herewith

4.4.3 Third Supplemental Indenture (re 6.00% Senior Notes due 2025)

Filed herewith

4.5 Indenture, dated June 6, 2017 (re 5.125% Senior Notes due 2027) and form of 5.125% Senior Note

2 unchanged sentences

Incorporated by reference to Exhibit 4.4 of Form 10-Q for the quarter ended June 30, 2019

10.1 2006 Executive Management Incentive Plan *

Incorporated by reference to Appendix B of the Proxy Statement for the 2014 Annual Meeting of Stockholders

4.5.2 Second Supplemental Indenture (re 5.125% Senior Notes due 2027)

Filed herewith

4.5.3 Third Supplemental Indenture (re 5.125% Senior Notes due 2027)

Filed herewith

10.1 2018 Stock Incentive Plan *

Incorporated by reference to Appendix A of the Proxy Statement for the 2018 Annual Meeting of Stockholders

10.2 Meritage Homes Corporation Amended and Restated 2006 Stock Incentive Plan, as amended *

10 unchanged sentences

Incorporated by reference to Exhibit 4.9.2 of Form S-8 Registration Statement No.

Number Description Page or Method of Filing

10.2.5 Representative Form of Non-Qualified Stock Option Agreement (2006 Plan) *

8 unchanged sentences

Incorporated by reference to Exhibit 10.10 of Form 8-K dated March 28, 2014

10.3 Fifth Amended and Restated Employment Agreement between the Company and Steven J.

Incorporated by reference to Exhibit 10.1 of Form 8-K dated February 14, 2017

10.3.1 Third Amended and Restated Change of Control Agreement between the Company and Steven J.

10.3 Employment Agreement between the Company and Steven J.

Incorporated by reference to Exhibit 10.3 of Form 8-K dated January 22, 2021

10.3.2 First Amendment to Third Amended and Restated Change of Control Agreement for Steven J.

Filed herewith.

10.3.3 Second Amendment to Third Amended and Restated Change of Control Agreement for Steven J.

Incorporated by reference to Exhibit 10.5 of Form 8-K dated March 28, 2014

10.4 Third Amended and Restated Employment Agreement between the Company and C.

1 unchanged sentence

Incorporated by reference to Exhibit 10.2 of Form 8-K dated February 14, 2017

Number Description Page or Method of Filing

10.4.1 Amended and Restated Change of Control Agreement between the Company and C.

4 unchanged sentences

Incorporated by reference to Exhibit 10.7 of Form 8-K dated March 28, 2014

10.4.3 Revised Exhibit A to Third Amended and Restated Employment Agreement between the Company and C.

Timothy White *

Incorporated by reference to Exhibit 10.5 of Form 8-K dated January 22, 2021

10.5 Employment Agreement between the Company and Philippe Lord *

Incorporated by reference to Exhibit 10.3 of Form 8-K dated February 14, 2017

10.5.1 Amendment to Phillippe Lord Employment Agreement *

Incorporated by reference to Exhibit 10.1 of Form 8-K dated May 15, 2017

Incorporated by reference to Exhibit 10.1 of Form 8-K dated January 22, 2021

10.6 Employment Agreement between the Company and Hilla Sferruzza *

Incorporated by reference to Exhibit 10.4 of Form 8-K dated February 14, 2017

Incorporated by reference to Exhibit 10.4 of Form 8-K dated January 22, 2021

10.7 Employment Agreement between the Company and Javier Feliciano *

Incorporated by reference to Exhibit 10.5 of Form 8-K dated February 14, 2017

Incorporated by reference to Exhibit 10.6 of Form 8-K dated January 22, 2021

10.8 Employment Agreement between the Company and Clinton Szubinski*

Incorporated by reference to Exhibit 10.2 of Form 8-K dated January 22, 2021

10.9 Meritage Homes Corporation Nonqualified Deferred Compensation Plan *

Incorporated by reference to Exhibit 10.1 of Form 8-K dated June 6, 2013

10.9 Form of Meritage Homes Corporation Executive Severance Plan *

Incorporation by reference to Exhibit 10.6 of Form 8-K dated February 14, 2017

10.10 Meritage Homes Corporation Executive Severance Plan *

Incorporation by reference to Exhibit 10.7 of Form 8-K dated January 22, 2021

10.11 Amended and Restated Credit Agreement, dated as of June 13, 2014

6 unchanged sentences

Incorporated by reference to Exhibit 10.1 of Form 8-K dated May 31, 2017

Number Description Page or Method of Filing

10.11.4 Fourth Amendment to Amended and Restated Credit Agreement

2 unchanged sentences

Incorporated by reference to Exhibit 10.1 to Form 8-K dated June 27, 2019

10.11 Steve Hilton - Notice of Additional LTI Opportunity and Additional Restricted Stock Unit Award*

Incorporated by reference to Exhibit 10.1 to Form 8-K dated March 26, 2018

10.11.6 Sixth Amendment to Amended and Restated Credit Agreement

Incorporated by reference to Exhibit 10.1 to Form 8-K dated December 23, 2020

10.12 Tim White - Notice of Approved 20 20 Compensation *

Incorporated by reference to Exhibit 10.2 to Form 8-K dated March 26, 2018

Incorporated by reference to Exhibit 10.3 to Form 8-K dated February 18, 2020

10.13 Philippe Lord - Notice of Approved 20 20 Compensation *

Incorporated by reference to Exhibit 10.3 to Form 8-K dated March 26, 2018

Incorporated by reference to Exhibit 10.2 to Form 8-K dated February 18, 2020

10.14 Hilla Sferruzza - Notice of Approved 20 20 Compensation *

Incorporated by reference to Exhibit 10.4 to Form 8-K dated March 26, 2018

Incorporated by reference to Exhibit 10.1 to Form 8-K dated February 18, 2020

10.15 Javier Feliciano - Notice of Approved 20 20 Compensation *

Incorporated by reference to Exhibit 10.5 to Form 8-K dated March 26, 2018

10.16 2018 Stock Incentive Plan *

Incorporated by reference to Appendix A of the Proxy Statement for the 2018 Annual Meeting of Stockholders

Incorporated by reference to Exhibit 10.4 to Form 8-K dated February 18, 2020

Number Description Page or Method of Filing

21 List of Subsidiaries

Filed herewith.

23.1 C onsent of Deloitte & Touche LLP

22 List of Guarantor Subsidiaries

Filed herewith.

23.1 Consent of Deloitte & Touche LLP

Filed herewith.

24 Powers of Attorney

See Signature Page.

31.1 Rule 13a-14(a)/15d-14(a) Certification of Steven J.

Hilton, Chief Executive Officer

31.1 Rule 13a-14(a)/15d-14(a) Certification of Phillippe Lord , Chief Executive Officer

Filed herewith.

12 unchanged sentences

a Maryland Corporation

By /s/ STEVEN J.

Chairman and Chief Executive Officer

By /s/ PHILLIPPE LORD

Phillippe Lord

Chief Executive Officer

By /s/ HILLA SFERRUZZA

1 unchanged sentence

Executive Vice President and Chief Financial Officer

KNOW ALL MEN BY THESE PRESENTS , that each person whose signature appears below constitutes and appoints Steven J.

KNOW ALL MEN BY THESE PRESENTS , that each person whose signature appears below constitutes and appoints Phillippe Lord, C.

Timothy White and Hilla Sferruzza, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto and other documents in connection therewith the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and to all intents and purposes as he or she might or could do in person hereby ratifying and confirming all that said attorneys-in-fact and agents, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

1 unchanged sentence

Signature Title Date

/s/ STEVEN J.

HILTON Chairman and Chief Executive Officer February 18, 2020

/s/ PHILLIPPE LORD Chief Executive Officer February 12, 2021

Phillippe Lord

/s/ HILLA SFERRUZZA Executive Vice President, Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) February 12, 2021

Hilla Sferruzza

/s/ STEVEN J.

HILTON Executive Chairman February 12, 2021

AX Director February 12, 2021

10 unchanged sentences

Joseph Keough

/s/ KELLY MOONEY Director February 12, 2021

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