8-KLeadership ChangesCorporate ChangesExhibits & Filings

HORTON D R INC /DE/ 8-K Report, Executive Changes (Aug 28, 2024)

Filed August 28, 2024For Securities:DHI

Summary

D.R. Horton, Inc. (DHI) announced significant changes to its Board of Directors and an update to its bylaws via an 8-K filing on August 28, 2024. The company appointed three new independent directors: Barbara R. Smith, M. Chad Crow, and Elaine D. Crowley. These appointments expand the Board to ten directors, with eight now being independent, enhancing the Board's governance structure and oversight capabilities. The new directors bring extensive experience from leadership roles in public companies within the construction products, building materials, and retail sectors, and have been assigned to key committees, including Nominating and Governance, Compensation, and Audit. In addition to the board changes, D.R. Horton has updated its bylaws, effective August 23, 2024. These amendments aim to align the bylaws more closely with Delaware General Corporation Law, clarify procedural requirements for stockholder-submitted nominations and business proposals, and refine the advance notice provisions. Notably, the changes address the Board's role in assessing the validity of stockholder notices, disclosure requirements for proposing stockholders and nominees, and introduce a specific requirement for the color of proxy cards used by those soliciting proxies. These bylaw updates are designed to improve corporate governance and streamline the shareholder engagement process.

Key Highlights

  • 1Appointment of three new independent directors: Barbara R. Smith, M. Chad Crow, and Elaine D. Crowley.
  • 2Board size increased to ten directors, with eight now being independent, strengthening corporate governance.
  • 3New directors assigned to key committees: Ms. Smith to Nominating and Governance, Mr. Crow to Compensation, and Ms. Crowley to Audit.
  • 4New directors possess significant executive and board experience from prominent companies in related industries.
  • 5Amended and Restated Bylaws adopted and effective August 23, 2024, aligning with Delaware law.
  • 6Bylaw amendments clarify advance notice provisions for stockholder nominations and business proposals.
  • 7Bylaws now require a specific proxy card color (other than white) for soliciting proxies.

Frequently Asked Questions

The appointment of three new independent directors increases the Board's independence, with eight out of ten directors now being independent. This strengthens the Board's oversight, governance, and accountability to shareholders.

The new directors bring a wealth of experience from leadership roles in publicly traded companies. Barbara R. Smith has a strong background in finance and executive leadership from Commercial Metals Company. M. Chad Crow has extensive experience as CEO and a director at Builders FirstSource, a major building products supplier. Elaine D. Crowley has served as CFO for retail companies and on the boards of other public companies, with a CPA background.

The amended bylaws align more closely with Delaware law, clarify procedures for shareholder nominations and proposals, and update disclosure requirements. They also refine the advance notice provisions and introduce a rule that stockholders soliciting proxies must use a proxy card color other than white.

The new directors are eligible to receive the standard compensation offered to non-employee directors, as previously disclosed in the company's proxy statement. Additionally, each new director was granted 1,320 restricted stock units vesting over five years.