Meritage Homes CORP
Shareholder Proposals
Item 5
Amend governing documents to give shareholders owning 10% of outstanding common stock (or the lowest percentage permitted by state law) the power to call a special shareholder meeting.
The proposal requests that the company amend its governing documents to permit owners of a combined 10% of outstanding common stock — or the lowest percentage allowed by state law — to call a special shareholder meeting, including permitting such meetings to be held online. It further asks that there be no ownership holding‑period requirement or requirement that most participating shareholders be record holders. The proponent argues the current 50% threshold is too high and that a 10% threshold would provide shareholders a tool to address urgent governance or strategic issues between annual meetings. The proposal cites recent company performance metrics (declines in earnings, revenue and margins, higher charges and customer complaints) as rationale for enhancing shareholder ability to convene a special meeting.