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) May 19, 2016
_______________________
MERITAGE HOMES CORPORATION
(Exact Name of Registrant as Specified in Charter)
 
 
 
 
 
 
 
 
Maryland
 
1-9977
 
86-0611231
(State or Other Jurisdiction
of Incorporation)
 
(Commission File
Number)
 
(IRS Employer
Identification No.)
 
           8800 E. Raintree Drive, Suite 300, Scottsdale, Arizona 85260
 
 
(Address of Principal Executive Offices) (Zip Code)
 
 
 
 
 
(480) 515-8100
 
 
(Registrant’s telephone number, including area code)
 
 
 
 
 
 
 
 
(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 (see General Instruction A.2. below):
   o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 





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

As indicated below, at the 2016 Annual Meeting of the Stockholders, the Company’s Stockholders approved the amendment of the Company’s 2006 Stock Incentive Plan to increase the number of shares available for issuance by 1,200,000 shares. 


ITEM 5.07
SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

On May 19, 2016, Meritage Homes Corporation held its Annual Meeting of Stockholders at 10:00 am local time at the Company's corporate office at 8800 E. Raintree Drive, Suite 300, Scottsdale, Arizona, 85260. The following matters were voted upon at the meeting:
Proposal No. 1
The Company’s stockholders elected four individuals to the Board of Directors as Class I Directors as set forth below:
 
Name
 
Votes For
 
Votes Against
 
Abstentions
 
Broker
Non-Votes
Raymond Oppel
 
35,045,448
 
692,970
 
5,170
 
2,037,904
Steve J. Hilton
 
35,039,320
 
699,494
 
4,775
 
2,037,903
Richard T. Burke Sr.
 
35,056,123
 
682,280
 
5,185
 
2,037,904
Dana C. Bradford
 
35,630,017
 
108,386
 
5,185
 
2,037,904
Deb Henretta
 
35,650,950
 
87,655
 
4,984
 
2,037,903
Proposal No. 2
The Company’s stockholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered accounting firm for the 2016 fiscal year.
 
Votes For
 
Votes Against
 
Abstentions
37,011,978
 
763,493
 
6,021
Proposal No. 3
The Company’s stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers by the votes set forth in the table below.
 
Votes For
 
Votes Against
 
Abstentions
 
Broker Non-Votes
33,199,082
 
2,509,305
 
35,201
 
2,037,904

Proposal No. 4
The Company’s stockholders approved the amendment to the Company’s 2006 Stock Incentive Plan to increase the number of shares available for issuance.

Votes For
 
Votes Against
 
Abstentions
 
Broker Non-Votes
34,553,315
 
1,180,294
 
9,979
 
2,037,904







ITEM 9.01
FINANCIAL STATEMENTS AND EXHIBITS

Exhibit 10.1
Amendment to the Meritage Homes Corporation Amended and Restated 2006 Stock Incentive Plan (incorporated by reference to the Appendix to the Company’s proxy statement for the 2016 Annual Meeting of Stockholders filed with the SEC on March 24, 2016)






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: May 19, 2016
 



MERITAGE HOMES CORPORATION
 
 
/s/
Hilla Sferruzza
By:
Hilla Sferruzza

 
Executive Vice President and Chief Financial Officer
(Principal Accounting Officer)