Meritage Homes CORP 10-Q

Item 5. Other Information Stockholder Recommendation of Nominees to Board of Directors On May 18, 2023, as part of its periodic review of corporate governance matters and in connection with the new SEC rules regarding universal proxy cards, our Board of Directors adopted an amendment and restatement of the Company’s Amended and Restated Bylaws. These amendments included changes to the procedures by which stockholders may recommend nominees to the our Board of Directors, including: • updated the procedural and disclosure requirements for the nomination of directors, including, among other things, requiring that any stockholder seeking to nominate director(s) at a stockholders’ meeting deliver to the Company certain representations, documents and confirmations regarding compliance with the requirements of Rule 14a-19 under the Exchange Act; and • clarified that any stockholder submitting a director nomination must comply with applicable Exchange Act requirements and clarified the Company’s ability to disregard such nomination in the event such stockholder does not so comply. 35 Insider Trading Arrangements During the three months ended June 30, 2023, our officers adopted written plans intended to satisfy the affirmative defense conditions of Rule 10b5–1(c) (the "trading arrangement"), as described in the table below. Name and Title Date Adopted Duration of Trading Arrangement Description of the Aggregate Number of Securities to be Sold Pursuant to the Arrangement Phillippe Lord Chief Executive Officer June 13, 2023 March 4, 2024 - March 28, 2024 Sell sufficient shares to cover taxes due on vesting of equity awards that were granted on March 1, 2021 and vest on March 1, 2024. Hilla Sferruzza Executive Vice President and Chief Financial Officer June 13, 2023 March 4, 2024 - March 28, 2024 Sell sufficient shares to cover taxes due on vesting of equity awards that were granted on March 1, 2021 and vest on March 1, 2024. Steven J. Hilton Executive Chairman June 13, 2023 March 4, 2024 - March 28, 2024 Sell sufficient shares to cover taxes due on vesting of equity awards that were granted on March 1, 2021 and vest on March 1, 2024. Clint Szubinski Executive Vice President and Chief Operating Officer June 13, 2023 March 4, 2024 - March 28, 2024 Sell sufficient shares to cover taxes due on vesting of equity awards that were granted on March 1, 2021 and vest on March 1, 2024. Malissia Clinton Executive Vice President and General Counsel June 13, 2023 March 4, 2024 - March 28, 2024 Sell sufficient shares to cover taxes due on vesting of equity awards that were granted on March 1, 2021 and vest on March 1, 2024. Javier Feliciano Executive Vice President and Chief People Officer June 13, 2023 March 4, 2024 - March 28, 2024 Sell sufficient shares to cover taxes due on vesting of equity awards that were granted on March 1, 2021 and vest on March 1, 2024. There were no plans adopted by our directors and no plans terminated during the quarter ended June 30, 2023. 36 Item 6. Exhibits Exhibit Number Description Page or Method of Filing 3.1 Restated Articles of Incorporation of Meritage Homes Corporation Incorporated by reference to Exhibit 3 of Form 8-K dated June 20, 2002 3.1.1 Amendment to Articles of Incorporation of Meritage Homes Corporation Incorporated by reference to Exhibit 3.1 of Form 10-Q for the quarter ended September 30, 1998 3.1.2 Amendment to Articles of Incorporation of Meritage Homes Corporation Incorporated by reference to Exhibit 3.1 of Form 8-K dated September 15, 2004 3.1.3 Amendment to Articles of Incorporation of Meritage Homes Corporation Incorporated by reference to Appendix A of the Definitive Proxy Statement for the 2006 Annual Meeting of Stockholders filed on April 10, 2006 3.1.4 Amendment to Articles of Incorporation of Meritage Homes Corporation Incorporated by reference to Appendix B of the Definitive Proxy Statement for the 2008 Annual Meeting of Stockholders filed on April 1, 2008 3.1.5 Amendment to Articles of Incorporation of Meritage Homes Corporation Incorporated by reference to Appendix A of the Definitive Proxy Statement filed on January 9, 2009 3.2 Meritage Homes Corporation Amended and Restated Bylaws Incorporated by reference to Exhibit 3.1 of Form 8-K dated June 14, 2023 10.1 Eighth Amendment to Amended and Restated Credit Agreement Incorporated by reference to Exhibit 10.1 of Form 8-K dated June 5, 2023 10.2 Amendment to the Meritage Homes Corporation 2018 Stock Incentive Plan * Incorporated by reference to Exhibit 10.1 of Form 8-K dated May 18, 2023 22 List of Guarantor Subsidiaries Incorporated by reference to Exhibit 22 of Form 10-K for the year ended December 31, 2022 31.1 Rule 13a-14(a)/15d-14(a) Certification of Phillippe Lord, Chief Executive Officer Filed herewith 31.2 Rule 13a-14(a)/15d-14(a) Certification of Hilla Sferruzza, Chief Financial Officer Filed herewith 32.1 Section 1350 Certification of Chief Executive Officer and Chief Financial Officer Furnished herewith 101.0 The following information from the Meritage Homes Corporation Quarterly Report on Form 10-Q as of and for the three months and six months ended June 30, 2023 were formatted in Inline XBRL (Extensible Business Reporting Language): (i) Unaudited Consolidated Balance Sheets, (ii) Unaudited Consolidated Income Statements, (iii) Unaudited Consolidated Statements of Cash Flows, and (iv) Notes to Unaudited Consolidated Financial Statements. 104.0 The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2023, formatted in Inline XBRL and contained in exhibit 101. * Indicates a management contract or compensation plan. 37 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 thereunto duly authorized. MERITAGE HOMES CORPORATION, a Maryland corporation By: /s/ HILLA SFERRUZZA Hilla Sferruzza Executive Vice President and Chief Financial Officer (Duly Authorized Officer and Principal Financial Officer) Date: July 28, 2023 INDEX OF EXHIBITS 3.1 Restated Articles of Incorporation of Meritage Homes Corporation 3.1.1 Amendment to Articles of Incorporation of Meritage Homes Corporation 3.1.2 Amendment to Articles of Incorporation of Meritage Homes Corporation 3.1.3 Amendment to Articles of Incorporation of Meritage Homes Corporation 3.1.4 Amendment to Articles of Incorporation of Meritage Homes Corporation 3.1.5 Amendment to Articles of Incorporation of Meritage Homes Corporation 3.2 Meritage Homes Corporation Amended and Restated Bylaws 10.1 Eighth Amendment to Amended and Restated Credit Agreement 10.2 Amendment to the Meritage Homes Corporation 2018 Stock Incentive Plan * 22 List of Guarantor Subsidiaries 31.1 Rule 13a-14(a)/15d-14(a) Certification of Phillippe Lord, Chief Executive Officer 31.2 Rule 13a-14(a)/15d-14(a) Certification of Hilla Sferruzza, Chief Financial Officer 32.1 Section 1350 Certification of Chief Executive Officer and Chief Financial Officer 101.0 The following information from the Meritage Homes Corporation Quarterly Report on Form 10-Q as of and for the three months and six months ended June 30, 2023 were formatted in Inline XBRL (Extensible Business Reporting Language): (i) Unaudited Consolidated Balance Sheets, (ii) Unaudited Consolidated Income Statements, (iii) Unaudited Consolidated Statements of Cash Flows, and (iv) Notes to Unaudited Consolidated Financial Statements. 104.0 The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2023, formatted in Inline XBRL and contained in exhibit 101. * Indicates a management contract or compensation plan. 38