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Meritage Homes CORP

For the period ended Dec 31, 2023. Filed Apr 1, 2024.

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About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Dec 31, 2023 · Filed Apr 1, 2024

MTH$68.05-4.2%Stored close · as of Nov 6, 2026
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrantý
Filed by a Party other than the Registrant¨
Check the appropriate box:
¨Preliminary Proxy Statement
¨Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
ýDefinitive Proxy Statement
¨Definitive Additional Materials
¨Soliciting Material Pursuant to §240.14a-12

Meritage Homes Corporation

(Name of Registrant as Specified In Its Charter)

N/A

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check all boxes that apply):
ýNo fee required.
¨Fee paid previously with preliminary materials.
¨Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

Dear Fellow Stockholders:

You are cordially invited to join us for our 2024 Annual Meeting of stockholders on May 16, 2024, at 8:30 a.m. Central Daylight Time. The meeting will be completely virtual and conducted via live audio webcast to enable our stockholders to participate from any location around the world that is convenient to them. You will be able to attend the meeting by first registering at https://viewproxy.com/meritage/2024/ no later than May 15, 2024 at 11:59 p.m. Eastern Time. After registering, you will receive a meeting invitation and password by e-mail with your unique link to join the meeting. Stockholders will be able to listen, vote and submit questions during the virtual meeting. Holders of record of our common stock as of March 21, 2024 are entitled to notice of, and to vote at, the 2024 virtual Annual Meeting.

The Notice of Annual Meeting of Stockholders and the proxy statement that follow describe the business to be conducted at the meeting. We may also report on matters of current interest to our stockholders at that meeting.

We are pleased to be furnishing these materials to our stockholders electronically. We believe this approach provides you with the information that you need in an expedited manner while reducing both the environmental impact and delivery costs of our Annual Meeting. If you would like us to send you printed copies of our proxy statement and accompanying materials, we will do so at no charge upon your request. For more information, please refer to the Important Notice Regarding the Availability of Proxy Materials that we previously mailed to you on or about April 5, 2024.

All stockholders are welcome to attend the virtual Annual Meeting, however, please vote your shares promptly and prior to the meeting to ensure they are represented at the meeting. You may submit your proxy by Internet or telephone, as described in the following materials, or, if you request printed copies of these materials, by completing and signing the proxy or voting instruction card enclosed therein and returning it in the envelope provided.

If your shares are held in the name of a broker, bank, trust or other nominee, you will be asked for proof of ownership of your shares in order to register to attend the virtual meeting.

We thank you for your support.

Sincerely,

Phillippe Lord

Chief Executive Officer

18655 North Claret Drive• Suite 400• Scottsdale, Arizona• 85255• Phone 480-515-8100

Listed on the New York Stock Exchange — MTH

Notice of Annual Meeting of Stockholders

Meeting Date: May 16, 2024

Time: 8:30 a.m. Central Daylight Time

Virtual location: See details below for registration

To Our Stockholders:

You are invited to attend the Meritage Homes Corporation 2024 Annual Meeting of stockholders, to be held in a virtual-only format via live audio webcast, at which we will conduct the following business:

1 Election of five Class I directors, each to hold office until our 2026 Annual Meeting, and one Class II director, to hold office until our 2025 Annual Meeting,

2 Ratification of the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the 2024 fiscal year,

3 Advisory vote to approve compensation of our Named Executive Officers ("Say on Pay"),

4 Shareholder proposal to elect each director annually, and

5 The conduct of any other business that may properly come before the meeting or any adjournment or postponement thereof.

These items and information regarding the admission policy and procedures for attending the virtual Annual Meeting are more fully described in the accompanying proxy statement. Only stockholders of record at the close of business on March 21, 2024 are entitled to notice of, and to vote at, the Annual Meeting or any adjournment or postponement thereof.

YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU PLAN TO ATTEND VIRTUALLY, WE URGE YOU TO VOTE AND SUBMIT YOUR PROXY IN ADVANCE OF THE ANNUAL MEETING BY ONE OF THE METHODS DESCRIBED IN THE PROXY MATERIALS FOR THE ANNUAL MEETING. YOU MAY VOTE YOUR SHARES AND SUBMIT A PROXY OR VOTING INSTRUCTION CARD BY USING THE INTERNET, REGULAR MAIL OR TELEPHONE AS DESCRIBED HEREIN OR ON YOUR PROXY OR VOTING INSTRUCTION CARD.

By Order of the Board of Directors

Malissia Clinton, Secretary

Scottsdale, Arizona

April 1, 2024

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SHAREHOLDER MEETING TO BE HELD ON MAY 16, 2024:

THIS PROXY STATEMENT AND MERITAGE’S 2023 ANNUAL REPORT TO STOCKHOLDERS ARE AVAILABLE AT INVESTORS.MERITAGEHOMES.COM. ADDITIONALLY, AND IN ACCORDANCE WITH THE SECURITIES AND EXCHANGE COMMISSION ("SEC")RULES, YOU MAY ACCESS THESE MATERIALS ON THE COOKIES-FREE WEBSITE INDICATED IN THE NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIALS THAT YOU HAVE RECEIVED.

Table of Contents

Proxy Summary2
General Information2
The Proposals3
Election of Directors (Proposal No. 1)6
Ratification of Independent Registered Public Accounting Firm (Proposal No. 2)7
Advisory Vote to Approve Compensation of our Named Executive Officers (Proposal No. 3)8
Shareholder Proposal to Elect Each Director Annually (Proposal No. 4)10
Security Ownership of Management and Principal Stockholders12
Corporate Governance and Board Matters14
Compensation Discussion and Analysis26
Executive Summary26
Compensation Philosophy and Objectives29
Compensation Best Practices32
Independent Compensation Consultant33
Compensation Program33
Security Ownership Requirements34
Equity-Based Awards34
Employment Agreements in Effect for 202336
Discussion of NEO Compensation39
2024 Developments41
Executive Compensation Committee Report42
Compensation of Officers and Directors43
Potential Payments upon Termination or Change of Control Summary48
Pay Ratio Disclosure50
Director Compensation51
Pay versus Performance52
Securities Authorized For Issuance Under Equity Compensation Plans55
Delinquent Section 16(a) Reports56
Certain Relationships and Related Transactions57
Independent Auditors58
Report of the Audit Committee59
Stockholder Proposals, Director Nominations and Other Items of Business60
Forward-Looking Statements61

MERITAGE HOMES| 2024 Proxy Statement 1

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.