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 25, 2012
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.) | ||
| 17851 N. 85th Street, Suite 300, Scottsdale, Arizona | 85255 | |||
| (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:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | 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)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| ITEM 5.07 | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS |
On May 25, 2012, the Company held its Annual Meeting of Stockholders at 10:00 am local time at the Company’s headquarters, 17851 North 85th Street, Suite 300, Scottsdale, Arizona 85255. 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 and one Class II Director as set forth below:
| Name |
Votes For | Votes Withheld |
Broker Non-Votes |
|||||||||
| Steven J. Hilton, Class I |
23,224,409 | 4,426,879 | 4,096,742 | |||||||||
| Raymond Oppel, Class I |
23,486,030 | 4,165,258 | 4,096,742 | |||||||||
| Richard T. Burke, Sr., Class I |
24,507,505 | 3,143,783 | 4,096,742 | |||||||||
| Dana Bradford, Class I |
24,507,408 | 3,143,880 | 4,096,742 | |||||||||
| Michael R. Odell, Class II |
24,506,803 | 3,144,485 | 4,096,742 | |||||||||
Proposal No. 2
The Company’s stockholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered accounting firm for the 2012 fiscal year.
| Votes For |
Votes Against |
Abstentions |
||||||
| 31,643,319 | 98,012 | 6,699 | ||||||
Proposal No. 3
The Company’s stockholders approved, on an advisory basis, the compensation of the Company’s named executive offices by the votes set forth in the table below.
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes |
|||||||||
| 27,177,155 |
292,972 | 181,161 | 4,096,742 | |||||||||
Proposal No. 4
The Company’s stockholders approved an amendment to the Company’s 2006 Stock Incentive Plan to increase the number of shares available for issuance by the votes set forth in the table below:
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes |
|||||||||
| 23,902,870 |
3,614,289 | 134,129 | 4,096,742 | |||||||||
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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 25, 2012
| MERITAGE HOMES CORPORATION | ||
| By: | /s/ Larry W. Seay | |
| Larry W. Seay | ||
| Executive Vice President and Chief Financial Officer | ||
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