Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

_______________________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of report (Date of earliest event reported): January 6, 2025

_______________________

MERITAGE HOMES CORPORATION

(Exact Name of Registrant as Specified in its Charter)

Maryland

1-9977

86-0611231

(State or Other Jurisdiction
of Incorporation)

(Commission File
Number)

(IRS Employer
Identification No.)

18655 North Claret Drive, Suite 400, Scottsdale, Arizona 85255

(Address of Principal Executive Offices, including Zip Code)

(480) 515-8100

(Registrant’s telephone number, including area code)

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Securities registered pursuant to Section 12(b) of the Act:
Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock $.01 par value	MTH	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities and Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards pursuant to Section 13(a) of the Exchange Act.

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ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS

Meritage Homes Corporation (the “Company”) announced in a press release on January 6, 2025, that on January 6, 2025 the Board of Directors (“the Board”) appointed Geisha Williams, 63, as an independent Class II Director. Ms. Williams brings to the Meritage Board over three decades of leadership experience in energy and infrastructure.

In accordance with the Company’s current Board compensation arrangements, as described in the Company's most recent proxy statement, Ms. Williams will receive annual cash compensation of $50,000 per year for serving on the Board, annual grants of service-based RSUs and reimbursement for reasonable expenses, and the Company will enter into an indemnification agreement with Ms. Williams in the form provided to other directors of the Company.

A copy of the press release announcing the appointment of Ms. Williams is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits


Exhibit Number			Description
99.1			Press Release dated January 6, 2025
104			The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.

SIGNATURES

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 hereunto duly authorized.

Dated: January 6, 2025


MERITAGE HOMES CORPORATION

/s/			Malissia Clinton
By:			Malissia Clinton
			Executive Vice President and General Counsel

Exhibit 99.1

Meritage Homes Appoints Geisha Williams to its Board of Directors

SCOTTSDALE, Ariz., January 6, 2025 — Meritage Homes (NYSE:MTH), the fifth-largest public homebuilder in the U.S., today announced the appointment of Geisha Williams as an independent director to its Board of Directors, effective immediately. Her appointment demonstrates the Company’s commitment to ongoing board refreshment and increased diversity as it increases its size to 12 directors. The Board plans to consider Ms. Williams for appointment to one or more board committees over the course of the next several regularly scheduled board meetings.

Ms. Williams brings over three decades of experience in the energy industry to the Meritage Board, culminating with her role as the former President and Chief Executive Officer at PG&E Corporation, a public company focused on natural gas and electric energy. During her decade-long tenure with the organization, she championed renewables integration, grid modernization and smart grid technologies. Ms. Williams was the first Latina CEO of a Fortune 200 company and has been recognized as the highest-ranking Latina leader in business. She began her career at Florida Power & Light Company in 1983 where she held various roles in customer service, marketing, external affairs and electric operations.

Her public company director experience currently includes Siemens Energy AG (XTRA: ENR), an energy technology company, where she is a member of the Supervisory Board and serves on the Sustainability and Finance and Nomination Committees. Ms. Williams previously was a member of the Global Advisory Board for Salesforce (NYSE: CRM), a customer relationship management services company, from 2022 to 2024. Her private board experience currently includes Artera Services, an integrated infrastructure services provider for the natural gas and electric industries, as well as Osmose Utilities Services, an electric utilities and telecommunications grid asset management and infrastructure support services company, where she has been the Chairperson since 2021.

“We are pleased to welcome Geisha Williams to our Board. At Meritage, we have been focused on deepening the diversity of our perspectives over the past several years and through our last four Board Director appointments,” said Steven J. Hilton, executive chairman of Meritage Homes. “As a seasoned executive, Geisha’s extensive operational leadership will further broaden our Board’s experiences and professional expertise.”

“I am honored to join the Meritage Board. I look forward to partnering with the Meritage directors and leveraging my insights and background in energy and infrastructure to provide fresh perspectives to the Board,” said Ms. Williams.

About Meritage Homes Corporation

Meritage is the fifth-largest public homebuilder in the United States, based on homes closed in 2023. The Company offers energy-efficient and affordable entry-level and first move-up homes. Operations span across Arizona, California, Colorado, Utah, Texas, Alabama, Florida, Georgia, Mississippi, North Carolina, South Carolina and Tennessee.

Meritage has delivered over 190,000 homes in its 38-year history, and has a reputation for its distinctive style, quality construction, and award-winning customer experience. The Company is an industry leader in energy-efficient homebuilding, an eleven-time recipient of the U.S. Environmental Protection Agency’s (EPA) ENERGY STAR® Partner of the Year for Sustained Excellence Award and Residential New Construction Market Leader Award, as well as a four-time recipient of the EPA's Indoor airPLUS Leader Award.

For more information, visit www.meritagehomes.com.

Contacts: Emily Tadano, VP Investor Relations and ESG

(480) 515-8979 (office)

investors@meritagehomes.com

Cover Page	Jan. 06, 2025
Cover [Abstract]
Document Type	8-K
Document Period End Date	Jan. 06, 2025
Entity Registrant Name	MERITAGE HOMES CORPORATION
Entity Incorporation, State or Country Code	MD
Entity File Number	1-9977
Entity Tax Identification Number	86-0611231
Entity Address, Address Line One	18655 North Claret Drive
Entity Address, Address Line Two	Suite 400
Entity Address, City or Town	Scottsdale
Entity Address, State or Province	AZ
Entity Address, Postal Zip Code	85255
City Area Code	480
Local Phone Number	515-8100
Title of 12(b) Security	Common Stock $.01 par value
Trading Symbol	MTH
Security Exchange Name	NYSE
Written Communications	false
Soliciting Material	true
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Central Index Key	0000833079
Amendment Flag	false