What changed in this filing

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Item 9A. Controls and Procedures

2024-02-14 compared with 2023-02-15 · 47 added, 45 removed, 178 unchanged (34% of the section changed)

2 unchanged sentences

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, 2023 (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.

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 required to be disclosed by us in the reports that 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 by us in the reports that we file or submit 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, 2023 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

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f).

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f).

Internal control over financial reporting is a process to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States.

3 unchanged sentences

Based on this evaluation, our management concluded that our internal control over financial reporting was effective as of December 31, 2023.

The effectiveness of our internal control over financial reporting as of December 31, 2022 has been audited by Deloitte & Touche LLP, an independent registered accounting firm, as stated in their attestation report, which is included herein.

The effectiveness of our internal control over financial reporting as of December 31, 2023 has been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their attestation report, which is included herein.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

24 unchanged sentences

Other Information

Insider Trading Arrangements

During the fiscal quarter ended December 31, 2023, no director or officer adopted or terminated 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.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

26 unchanged sentences

3.1.3 Amendment to Articles of Incorporation of Meritage Homes Corporation

Incorporated by reference to Appendix A of the Proxy Statement for the 2006 Annual Meeting of Stockholders

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 Proxy Statement for the 2008 Annual Meeting of Stockholders

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 with the SEC on January 9, 2009

3.2 Amended and Restated Bylaws of Meritage Homes Corporation

Incorporated by reference to Exhibit 3.1 of Form 8-K dated August 12, 2022

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

4.1 Form of Specimen of Common Stock Certificate

Incorporated by reference to Exhibit 4.1 of Form 10-K for the year ended December 31, 2007

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

4.2 Description of securities of Meritage Homes Corporation registered under Section 12 of the Securities Exchange Act of 1934

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

19 unchanged sentences

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 *

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

10.2.1 Amendment to the Meritage Homes Corporation Amended and Restated 2006 Stock Incentive Plan *

Incorporated by reference to Appendix of the Proxy Statement for the 2016 Annual Meeting of Stockholders

10.2.2 Representative Form of Restricted Stock Agreement *

Incorporated by reference to Exhibit 4.9 of Form S-8 Registration Statement No.

10.2.3 Representative Form of Restricted Stock Agreement (2006 Plan;

Executive Officer) *

Incorporated by reference to Exhibit 4.9.1 of Form S-8 Registration Statement No.

10.2.4 Representative Form of Restricted Stock Agreement (2006 Plan;

Non-Employee Director) *

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

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

Incorporated by reference to Exhibit 4.10 of Form S-8 Registration Statement No.

10.2.6 Representative Form of Incentive Stock Option Agreement (2006 Plan) *

Incorporated by reference to Exhibit 4.4 of Form S-8 Registration Statement No.

10.2.7 Representative Form of Stock Appreciation Rights Agreement (2006 Plan) *

Incorporated by reference to Exhibit 4.5 of Form S-8 Registration Statement No.

Incorporated by reference to Appendix A of the Proxy Statement for the 2018 Annual Meeting of Stockholders filed on March 26, 2018

10.1.1 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

10.1.2 Representative Form of Performance Share Award Agreement *

Incorporated by reference to Exhibit 10.9 of Form 8-K dated March 28, 2014

Filed herewith

10.1.3 Representative Form of Restricted Stock Unit Agreement *

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

Filed herewith

10.2 Employment Agreement between the Company and Steven J.

13 unchanged sentences

10.9 Meritage Homes Corporation Executive Severance Plan *

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

Incorporated by reference to Exhibit 10.1 of Form 10-Q for the quarter ended March 31, 2023

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

Incorporated by reference to Exhibit 10.1 of Form 8-K dated June 13, 2014

Number Description Page or Method of Filing

10.10.1 First Amendment to Amended and Restated Credit Agreement

12 unchanged sentences

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

10.10.7 Eighth Amendment to Amended and Restated Credit Agreement

Incorporated by reference to Exhibit 10.1 of Form 8-K dated June 5, 2023

Number Description Page or Method of Filing

10.11 Philippe Lord - Notice of Approved 2023 Compensation *

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

Incorporated by reference to Exhibit 10.1 of Form 8-K dated February 20, 2023

10.12 Hilla Sferruzza - Notice of Approved 2023 Compensation *

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

Incorporated by reference to Exhibit 10.2 of Form 8-K dated February 20, 2023

10.13 Clinton Szubinski - Notice of Approved 2023 Compensation *

Incorporated by reference to Exhibit 10.3 of Form 8-K dated February 20, 2023

10.14 Malissia Clinton - Notice of Approved 2023 Compensation *

Incorporated by reference to Exhibit 10.5 of Form 8-K dated February 20, 2023

10.15 Javier Feliciano - Notice of Approved 2023 Compensation *

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

10.15 Clint Szubinski - Notice of Approved 2022 Compensation *

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

Incorporated by reference to Exhibit 10.4 of Form 8-K dated February 20, 2023

10.16 Philippe Lord - Notice of Approved 2024 Compensation *

Incorporated by reference to Exhibit 10.2 of Form 8-K dated January 10, 2024

10.17 Hilla Sferruzza - Notice of Approved 2024 Compensation *

Incorporated by reference to Exhibit 10.3 of Form 8-K dated January 10, 2024

10.18 Clinton Szubinski - Notice of Approved 2024 Compensation *

Incorporated by reference to Exhibit 10.4 of Form 8-K dated January 10, 2024

10.19 Malissia Clinton - Notice of Approved 2024 Compensation *

Incorporated by reference to Exhibit 10.5 of Form 8-K dated January 10, 2024

10.20 Javier Feliciano - Notice of Approved 2024 Compensation *

Incorporated by reference to Exhibit 10.6 of Form 8-K dated January 10, 2024

10.21 Form of Indemnification Agreement *

1 unchanged sentence

21 List of Subsidiaries

Filed herewith

Incorporated by reference to Exhibit 21 to Form 10-K for the year ended December 31, 2022

22 List of Guarantor Subsidiaries

Filed herewith

Incorporated by reference to Exhibit 22 to Form 10-K for the year ended December 31, 2022

23 Consent of Deloitte & Touche LLP

7 unchanged sentences

32.1 Section 1350 Certification of Chief Executive Officer and Chief Financial Officer

Furnished herewith

97 Clawback Policy

Filed herewith

16 unchanged sentences

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.

Senior Vice President and 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, with 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:

Signature Title Date

/s/ PHILLIPPE LORD Chief Executive Officer February 15, 2023

/s/ PHILLIPPE LORD Chief Executive Officer, Director February 14, 2024

Phillippe Lord

1 unchanged sentence

Hilla Sferruzza

/s/ ALISON SASSER Chief Accounting Officer

/s/ ALISON SASSER Senior Vice President, Chief Accounting Officer

(Principal Accounting Officer) February 14, 2024

5 unchanged sentences

Raymond Oppel

/s/ GERALD W.

HADDOCK Director February 15, 2023

/s/ DANA BRADFORD Director February 14, 2024

8 unchanged sentences

CALDERA Director February 14, 2024

/s/ DENNIS ARRIOLA Director February 14, 2024

Dennis Arriola

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