What changed in this filing

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Item 9A. Controls and Procedures

2022-02-16 compared with 2021-02-12 · 31 added, 49 removed, 186 unchanged (30% 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 December 31, 2020 (the “Evaluation Date”).

Our management, with the participation of our chief executive officer ("CEO") and chief financial officer ("CFO"), 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 December 31, 2021 (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 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.

34 unchanged sentences

Other Information

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Directors, Executive Officers and Corporate Governance

28 unchanged sentences

3.2 Amended and Restated Bylaws of Meritage Homes Corporation

Incorporated by reference to Exhibit 3.1 of Form 8-K dated May 10, 2017.

Incorporated by reference to Exhibit 3.1 of Form 8-K dated November 23, 2021.

4.1 Form of Specimen of Common Stock Certificate

2 unchanged sentences

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)

Incorporated by reference to Exhibit 4.1 of Form 8-K dated April 10, 2012

4.3.1 First Supplemental Indenture (re 7.00% Senior Notes due 2022)

Incorporated by reference to Exhibit 4.4.1 of Form S-4 Registration Statement No.

4.3.2 Second Supplemental Indenture (re 7.00% Senior Notes due 2022)

Incorporated by reference to Exhibit 4.2 of Form 10-Q for the quarter ended September 30, 2013

4.3.3 Third Supplemental Indenture (re 7.00% Senior Notes due 2022)

Incorporated by reference to Exhibit 4.5 of Form 10-Q for the quarter ended June 30, 2014

4.3.4 Fourth Supplemental Indenture (re 7.00% Senior Notes due 2022)

Incorporated by reference to Exhibit 4.6 of Form 10-Q for the quarter ended June 30, 2014

4.3.5 Fifth Supplemental Indenture (re 7.00% Senior Notes due 2022)

Incorporated by reference to Exhibit 4.3.5 of Form 10-K for the year ended December 31, 2014

4.3.6 Sixth Supplemental Indenture (re 7.00% Senior Notes due 2022)

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

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

3 unchanged sentences

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

Filed herewith

Incorporated by reference to Exhibit 4.4.2 of Form 10-K for the year ended December 31, 2020.

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

Filed herewith

Incorporated by reference to Exhibit 4.4.3 of Form 10-K for the year ended December 31, 2020.

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

3 unchanged sentences

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

Filed herewith

Incorporated by reference to Exhibit 4.5.2 of Form 10-K for the year ended December 31, 2020.

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

Filed herewith

Incorporated by reference to Exhibit 4.5.3 of Form 10-K for the year ended December 31, 2020.

4.5 Indenture, dated April 15, 2021 (re 3.875% Senior Notes due 2029) and form of 3.875% Senior Note

Incorporated by reference to Exhibit 4.1 of Form 8-K dated April 15, 2021

Number Description Page or Method of Filing

10.1 2018 Stock Incentive Plan *

24 unchanged sentences

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

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

Timothy White *

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.

Timothy White *

Incorporated by reference to Exhibit 10.7 of Form 8-K dated January 19, 2010

10.4.2 Second Amendment to Third Amended and Restated Change of Control Agreement between the Company and C.

Timothy White *

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

10.4 Employment Agreement between the Company and Philippe Lord *

5 unchanged sentences

10.7 Employment Agreement between the Company and Clinton Szubinski*

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

Incorporated by reference to Exhibit 10.1 of Form 8-K dated August 12, 2021

10.8 Meritage Homes Corporation 2015 Nonqualified Deferred Compensation Plan *

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

Incorporated by reference to Exhibit 10.2 of Form 10-Q for the quarter ended June 30 2021

10.9 Meritage Homes Corporation Executive Severance Plan *

6 unchanged sentences

Incorporation by reference to Exhibit 10.1 of Form 8-K dated June 29, 2016

Number Description Page or Method of Filing

10.10.3 Third Amendment to Amended and Restated Credit Agreement

6 unchanged sentences

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 10.3 to Form 8-K dated February 18, 2020

10.10.7 Seventh Amendment to Amended and Restated Credit Agreement

Incorporated by reference to Exhibit 10.1 to Form 8-K dated December 17, 2021

10.11 Philippe Lord - Notice of Approved 2022 Compensation *

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

Incorporated by reference to Exhibit 10.1 to Form 8-K dated December 20, 2021

10.12 Hilla Sferruzza - Notice of Approved 2022 Compensation *

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

Incorporated by reference to Exhibit 10.2 to Form 8-K dated December 20, 2021

10.13 Javier Feliciano - Notice of Approved 2022 Compensation *

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

Number Description Page or Method of Filing

Incorporated by reference to Exhibit 10.4 to Form 8-K dated December 20, 2021

10.14 Clint Szubinski - Notice of Approved 2022 Compensation *

Incorporated by reference to Exhibit 10.3 to Form 8-K dated December 20, 2021

10.15 Form of Indemnification Agreement

Incorporated by reference to Exhibit 10.1 to Form 10-Q for the quarter ended June 30, 2021

21 List of Subsidiaries

27 unchanged sentences

Executive Vice President and Chief Financial Officer

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.

By /s/ ALISON SASSER

Alison Sasser

Chief Accounting Officer

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

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:

2 unchanged sentences

Phillippe Lord

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

/s/ HILLA SFERRUZZA Executive Vice President, Chief Financial Officer (Principal Financial Officer) February 16, 2022

Hilla Sferruzza

/s/ ALISON SASSER Chief Accounting Officer

(Principal Accounting Officer) February 16, 2022

Alison Sasser

/s/ STEVEN J.

13 unchanged sentences

/s/ KELLY MOONEY Director February 16, 2022

CALDERA Director February 16, 2022

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