8-KCorporate ChangesExhibits & Filings

HORTON D R INC /DE/ 8-K Report, Bylaw Amendment (Aug 5, 2009)

Filed August 5, 2009For Securities:DHI

Summary

D.R. Horton, Inc. (DHI) filed an 8-K on August 5, 2009, to announce significant amendments to its corporate bylaws, effective July 30, 2009. The most notable changes include a shift in director elections from a plurality to a majority vote standard in uncontested elections, and substantial revisions to the advance notice provisions for shareholder proposals and director nominations. These amendments are investor-focused, aiming to enhance corporate governance and provide more structure to shareholder engagement. The majority vote standard for director elections (in uncontested scenarios) means directors must receive more 'for' votes than 'against' votes to be elected, increasing accountability. The revised advance notice provisions introduce longer, more specific timelines and require greater disclosure from shareholders wishing to nominate directors or present business at meetings, including details on hedging strategies and beneficial ownership.

Key Highlights

  • 1D.R. Horton adopted Amended and Restated Bylaws, effective July 30, 2009.
  • 2Director elections in uncontested situations now require a majority of votes cast, rather than a plurality.
  • 3Advance notice periods for shareholder proposals and director nominations have been significantly extended.
  • 4Notice for annual meetings requires submission between 90-120 days prior to the anniversary of the preceding year's meeting.
  • 5Notice for special meetings to elect directors requires submission between 60-90 days prior to the meeting.
  • 6Enhanced disclosure requirements for shareholders nominating directors or presenting business, including details on hedging and beneficial ownership.
  • 7Clarification that business at special meetings is limited to matters specified in the meeting notice.

Frequently Asked Questions

The most significant change is that directors in uncontested elections must now receive a majority of votes cast (meaning more 'for' votes than 'against' votes) to be elected, replacing the previous plurality standard.

The advance notice periods have been extended. For annual meetings, notice must be given between 90 and 120 days prior to the anniversary of the prior year's meeting. For special meetings to elect directors, notice must be given between 60 and 90 days prior to the meeting date.

Shareholders must provide more detailed information, including disclosure of any agreements or arrangements that mitigate risk, manage risk, or benefit from changes in share price (such as derivative or short positions, options, hedging transactions, or borrowed/loaned shares), as well as information regarding voting power.

The Amended and Restated Bylaws became effective immediately upon adoption by the Board on July 30, 2009. For the 2010 annual meeting, notices for director nominations or other business (not submitted under Rule 14a-8) must be delivered between October 1, 2009, and October 31, 2009. Shareholder proposals for inclusion in the proxy materials (under Rule 14a-8) must be received by August 20, 2009.