LENNAR CORP /NEW/

This proposal asks the Board to take steps to eventually convert Lennar’s capital structure so every outstanding share has one vote, including pursuing all practicable measures such as negotiating with current and future holders of multi-vote shares to relinquish super-voting rights. The proponent argues that dual-class voting concentrates control in a small group and can lead to entrenchment and decisions that harm long-term shareholder value, citing historical examples and governance group recommendations for time-limited sunsets on dual-class structures. The proposal notes prior stockholder support in 2023 and frames the change as a move to enhance accountability and align economic and voting interests across the shareholder base. If implemented, the change would be structural and could require cooperation or conversion mechanisms affecting holders of Class B (multi-vote) shares.

This proposal requests that the Company publish voting results for matters submitted to stockholders separately by share class (distinguishing single-vote Class A shares from multi-vote Class B shares), beginning with the 2027 annual meeting. The proponent argues this class-level disclosure would provide transparency about whether the preferences of holders of differently weighted voting shares align, particularly given a concentrated allocation of voting power in the Company’s dual-class structure. The supporting statement cites recent proposals where class-level preferences may have diverged and references investor governance organizations that recommend class-by-class reporting to improve accountability and informed engagement. The requested disclosure is limited to vote tallies by share class and would not itself change the capital structure.