LENNAR CORP NEW

For the period ended Apr 10, 2024. Filed Feb 29, 2024.

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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.

Apr 10, 2024 · Filed Feb 29, 2024

LEN$88.74-3.1%Stored close · as of Nov 6, 2026

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SCHEDULE 14A

INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant ☒ 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))
☒	Definitive Proxy Statement
☐	Definitive Additional Materials
☐	Soliciting Material under §240.14a-12

Lennar Corporation

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒	No fee required.
☐	Fee paid previously with preliminary materials.
☐	Fee computed on table required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

		ANNUAL MEETING OF STOCKHOLDERS
YOUR VOTE IS IMPORTANT Even if you plan to attend the Annual Meeting, we encourage you to vote your shares in advance to ensure they are counted.			When: Wednesday, April 10, 2024 11:00 AM Eastern Time	Where: Virtual Meeting Site: www.virtualshareholdermeeting.com/LEN2024
HOW YOU CAN VOTE			Dear Stockholder: You are invited to attend the 2024 Annual Meeting of Stockholders of Lennar Corporation. The Annual Meeting will be held in a virtual format only. There will not be a physical meeting location. To attend, vote, and submit questions during the Annual Meeting, visit www.virtualshareholdermeeting.com/LEN2024 and enter the control number included in your Notice Regarding the Availability of Proxy Materials, voting instruction form, or proxy card. Online access to the webcast will open approximately 15 minutes prior to the start of the Annual Meeting. At the Annual Meeting, you will be asked to consider the following proposals: Proposal 1: Elect 11 directors to serve until the 2025 Annual Meeting of Stockholders. Proposal 2: Approve, on an advisory basis, the compensation of our named executive officers. Proposal 3: Ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for our fiscal year ending November 30, 2024. Proposal 4: Approval of an amendment to our Restated Certificate of Incorporation to limit the liability of certain officers as permitted by Delaware law. Proposal 5: Vote on a stockholder proposal requesting a report disclosing the Company’s political spending and related policies and procedures. Proposal 6: Vote on a stockholder proposal requesting a report disclosing the Company’s LGBTQ equity and inclusion efforts in its human capital management strategy. Proposal 7: Vote on a stockholder proposal requesting a report on the Company’s plans to reduce greenhouse gas emissions. We will also transact any other business that may properly come before the Annual Meeting and any adjournment or postponement of the Annual Meeting. Only stockholders of record as of the close of business on February 14, 2024, may vote at the Annual Meeting. It is important that your shares be represented at the Annual Meeting, regardless of the number you hold. Even if you plan to attend the virtual Annual Meeting, please vote in advance. You can still vote your shares during the Annual Meeting if you participate electronically. Sincerely, Mark Sustana Vice President, General Counsel and Secretary February 29, 2024
	Online Before the Meeting* www.proxyvote.com
	Mail Complete, sign and date your proxy/voting instruction card and mail it in the postage-paid return envelope.
	Online at the Meeting* Attend the Annual Meeting virtually and follow the instructions on the website.
* Detailed instructions for Internet voting are set forth on the Notice Regarding the Availability of Proxy Materials, which also contains instructions on how to access our proxy statement and annual report online.
We mailed a Notice Regarding the Availability of Proxy Materials containing instructions on how to access our proxy statement and annual report on or about February 29, 2024. Lennar’s proxy statement and annual report are available online at www.proxyvote.com.

Contents

PROXY SUMMARY	1
PROPOSAL 1: ELECTION OF DIRECTORS	8
CORPORATE GOVERNANCE	16
Board Independence	16
Board Leadership Structure	16
Filling Seats on the Board	16
Board Committees	17
Risk Management	19
Corporate Governance Documents	20
Meetings	20
Communication with the Board of Directors	20
Certain Relationships and Related Transactions	21
Sustainability at Lennar	21
Director Compensation	25
PROPOSAL 2: ADVISORY VOTE ON EXECUTIVE COMPENSATION	28
COMPENSATION DISCUSSION AND ANALYSIS	29
COMPENSATION COMMITTEE REPORT	49
EXECUTIVE COMPENSATION	50
Summary Compensation Table	50
Grants of Plan-Based Awards	51
Outstanding Equity Awards at Fiscal Year-End	53
Option Exercises and Stock Vested	54
Potential Payments upon Termination after Change in Control	54
CEO Pay Ratio	57
Pay Versus Performance Disclosure	58
PROPOSAL 3: RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS	64
AUDIT COMMITTEE REPORT	66
PROPOSAL 4: APPROVAL OF AN AMENDMENT TO OUR RESTATED CERTIFICATE OF INCORPORATION	67
PROPOSAL 5: STOCKHOLDER PROPOSAL ON POLITICAL SPENDING DISCLOSURE	68
PROPOSAL 6: STOCKHOLDER PROPOSAL ON LGBTQ EQUITY AND INCLUSION DISCLOSURES	71
PROPOSAL 7: STOCKHOLDER PROPOSAL ON REDUCING GREENHOUSE GAS EMISSIONS	74
SECURITY OWNERSHIP	77
Security Ownership of Officers and Directors	77
Security Ownership of Principal Stockholders	78
OTHER MATTERS	79
EXHIBIT A: CERTIFICATE OF AMENDMENT TO RESTATED CERTIFICATE OF INCORPORATION OF LENNAR CORPORATION	A-1

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