Other Information
−Removed: Stockholder Recommendation of Nominees to Board of Directors
−Removed: 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.
−Removed: These amendments included changes to the procedures by which stockholders may recommend nominees to the our Board of Directors, including:
−Removed: • 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;
−Removed: • 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.
Insider Trading Arrangements
−Removed: 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.
−Removed: Name and Title Date Adopted Duration of Trading Arrangement Description of the Aggregate Number of Securities to be Sold Pursuant to the Arrangement
−Removed: Phillippe Lord
−Removed: Chief Executive Officer
−Removed: 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.
−Removed: Hilla Sferruzza
−Removed: Executive Vice President and Chief Financial Officer
−Removed: 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.
−Removed: Executive Chairman
−Removed: 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.
−Removed: Clint Szubinski
−Removed: Executive Vice President and Chief Operating Officer
−Removed: 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.
−Removed: Malissia Clinton
−Removed: Executive Vice President and General Counsel
−Removed: 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.
−Removed: Javier Feliciano
−Removed: Executive Vice President and Chief People Officer
−Removed: 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.
−Removed: There were no plans adopted by our directors and no plans terminated during the quarter ended June 30, 2023.
+Added: During the fiscal quarter ended September 30, 2023, no director or officer adopted a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.
Description Page or Method of Filing
6 unchanged sentences
3.2 Meritage Homes Corporation Amended and Restated Bylaws Incorporated by reference to Exhibit 3.1 of Form 8-K dated June 14, 2023
−Removed: 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
−Removed: 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
2 unchanged sentences
32.1 Section 1350 Certification of Chief Executive Officer and Chief Financial Officer Furnished herewith
−Removed: 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):
+Added: 101.0 The following information from the Meritage Homes Corporation Quarterly Report on Form 10-Q as of and for the three months and nine months ended September 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.
−Removed: 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.
−Removed: * Indicates a management contract or compensation plan.
+Added: 104.0 The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2023, formatted in Inline XBRL and contained in exhibit 101.
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.
5 unchanged sentences
(Duly Authorized Officer and Principal Financial Officer)
−Removed: July 28, 2023
+Added: November 1, 2023
INDEX OF EXHIBITS
6 unchanged sentences
3.2 Meritage Homes Corporation Amended and Restated Bylaws
−Removed: 10.1 Eighth Amendment to Amended and Restated Credit Agreement
−Removed: 10.2 Amendment to the Meritage Homes Corporation 2018 Stock Incentive Plan *
22 List of Guarantor Subsidiaries
2 unchanged sentences
32.1 Section 1350 Certification of Chief Executive Officer and Chief Financial Officer
−Removed: 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):
+Added: 101.0 The following information from the Meritage Homes Corporation Quarterly Report on Form 10-Q as of and for the three months and nine months ended September 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.
−Removed: 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.
−Removed: * Indicates a management contract or compensation plan.
+Added: 104.0 The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2023, formatted in Inline XBRL and contained in exhibit 101.
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.