Meritage Homes CORP
For the period ended Dec 31, 2025. Filed Apr 7, 2026.
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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, 2025 · Filed Apr 7, 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 Registrant | ý | |
| 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)) | |
| ý | Definitive 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): | |
| ý | No 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 2026 Annual Meeting of Stockholders on May 21, 2026, at 8:00 a.m. Pacific 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. You will be able to attend the meeting by accessing meetnow.global/MFX6MXG and using the Control Number on your Notice or Proxy Card 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 26, 2026 are entitled to notice of, and to vote at, the 2026 Annual Meeting of Stockholders.
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 printed copies of our proxy statement and accompanying materials, we will mail them to you upon request at no charge. 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 7, 2026.
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 21, 2026
Time: 8:00 a.m. Pacific Time
Virtual location: See details below for registration
To Our Stockholders:
You are invited to attend the Meritage Homes Corporation 2026 Annual Meeting of Stockholders ("Annual Meeting"), to be held in a virtual-only format via live audio webcast, at which we will conduct the following business:
1 Election of six directors, each to hold office until our 2027 Annual Meeting of Stockholders and until their respective successors are duly elected and qualified,
2 Ratification of the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the 2026 fiscal year,
3 Advisory vote to approve compensation of our Named Executive Officers ("Say on Pay"),
4 Advisory vote to approve reduction in ownership threshold to call a special meeting of stockholders to 25%,
5 Shareholder proposal to improve shareholder ability to call for a special shareholder meeting, if properly presented, and
6 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 Annual Meeting are more fully described in the accompanying proxy statement. Only stockholders of record at the close of business on March 26, 2026 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 7, 2026
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON MAY 21, 2026:
THIS PROXY STATEMENT AND MERITAGE’S 2025 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 Summary | 2 |
|---|---|
| General Information | 2 |
| The Proposals | 3 |
| Election of Directors (Proposal No. 1) | 7 |
| Ratification of Independent Registered Public Accounting Firm (Proposal No. 2) | 8 |
| Advisory Vote to Approve Compensation of our Named Executive Officers (Proposal No. 3) | 9 |
| Advisory Vote to Approve Reduction in Ownership Threshold to Call a Special Meeting of Stockholders to 25% (Proposal No. 4) | 11 |
| Shareholder Proposal to Improve Shareholder Ability to Call for a Special Shareholder Meeting (Proposal No. 5) | 12 |
| Security Ownership of Management and Principal Stockholders | 14 |
| Corporate Governance and Board Matters | 16 |
| Compensation Discussion and Analysis | 27 |
| Executive Summary | 27 |
| Compensation Philosophy and Objectives | 31 |
| Compensation Best Practices | 33 |
| Independent Compensation Consultant | 34 |
| Compensation Program | 34 |
| Stock Ownership Requirements | 35 |
| Equity-Based Awards | 36 |
| Employment Agreements in Effect for 2025 | 37 |
| Discussion of NEO Compensation | 40 |
| 2026 Developments | 42 |
| Executive Compensation Committee Report | 43 |
| Compensation of Officers and Directors | 44 |
| Potential Payments upon Termination or Change of Control Summary | 49 |
| Pay Ratio Disclosure | 51 |
| Director Compensation | 52 |
| Pay versus Performance | 53 |
| Securities Authorized For Issuance Under Equity Compensation Plans | 56 |
| Delinquent Section 16(a) Reports | 57 |
| Certain Relationships and Related Transactions | 58 |
| Independent Auditors | 59 |
| Report of the Audit Committee | 60 |
| Stockholder Proposals, Director Nominations and Other Items of Business | 61 |
| Forward-Looking Statements | 62 |
MERITAGE HOMES| 2026 Proxy Statement 1
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.