Maryland | 1-9977 | 86-0611231 | ||||
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||
8800 E. Raintree Drive, Suite 300, Scottsdale, Arizona 85260 | ||||||
(Address of Principal Executive Offices) (Zip Code) | ||||||
(480) 515-8100 | ||||||
(Registrant’s telephone number, including area code) | ||||||
N/A | ||||||
(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 (see General Instruction A.2. below): o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities and Exchange Act of 1934 (§240.12b-2 of this chapter). | ||||||
Emerging growth company o | ||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards pursuant to Section 13 (a) of the Exchange Act. o |
Executive Officer | Target Value of Performance Based Award (1) | Value of Restricted Stock Unit Award | Total Value of Additional Long-Term Incentive Award Opportunity | |||
Steven J. Hilton, Chairman and CEO | $750,000 | $750,000 | $1,500,000 |
(1) | The number of shares are payable in an amount ranging from 0% - 150% of the target number of shares awarded, depending on the level of achievement of the specified performance goal. |
Executive Officer | Revised Base Salary | |
Hilla Sferruzza | $575,000 | |
C. Timothy White | $550,000 | |
Phillippe Lord | $650,000 | |
Javier Feliciano | $340,000 |
Executive Officer | Revised Target Annual Cash Incentive Bonus | Revised Payout Range as % of Target Bonus | ||
Hilla Sferruzza | $718,750 | N/A (1) | ||
Phillippe Lord | $1,300,000 | 0% - 200% | ||
Javier Feliciano | $212,500 | 0% - 200% |
(1) | The payout range for Ms. Sferruzza was unchanged from her previous compensation arrangement. |
Executive Officer | Revised Target Dollar Value of Single Metric Performance-Based Award | Revised Target Dollar Value of Three Metric Performance-Based Award (1) | Total Revised Target Dollar Value of Equity Awards | |||
Hilla Sferruzza | $575,000 | $575,000 | $1,150,000 | |||
Phillippe Lord | $975,000 | $975,000 | $1,950,000 | |||
Javier Feliciano | $212,500 | $212,500 | $425,000 |
(1) | The number of shares are payable in an amount ranging from 0% - 150% of the target number of shares awarded, depending on the level of achievement of each of the specified performance goals. |
MERITAGE HOMES CORPORATION | |
/s/ Javier Feliciano | |
By: | Javier Feliciano |
Executive Vice President and Chief Human Resources Officer |
TO: | Steven J. Hilton | |
FROM: | Ray Oppel, Chairman of the Compensation Committee (the “Committee”) | |
DATE: | March 21, 2018 | |
RE: | Notice of Additional LTI Opportunity and Additional Restricted Stock Unit Award (“Notice”) | |
A. | The APSA is being granted under the Stock Incentive Plan, giving the Executive the right to receive shares of common stock of the Company (“Shares”) based on a target specified in paragraph C, below and subject to the achievement of certain performance goals. |
B. | The Performance Period for the APSA shall be the three year period beginning on January 1, 2018. |
C. | A target number of Shares with a fair market value on the date of grant, based on the closing price of the Company’s stock on such date, of $750,000 shall be established for the APSA for the Performance Period. The APSA that is payable, if any, shall be an amount ranging from 0% to 150% of the target number of Shares, contingent on the achievement of one or more performance goals established by the Committee for the Performance Period, as described in paragraph D, below. Notwithstanding the foregoing, the maximum number of shares deliverable pursuant to any APSA shall not exceed the maximum number of shares that could be granted during a calendar year under the Stock Incentive Plan. |
D. | The Committee shall, in its sole discretion, establish in writing one or more pre-established, objective performance goals for the APSA. Such performance goal(s) shall state, in terms of an objective formula or standard, the amount of the target number of Shares determined under paragraph C payable to Executive upon achievement of each such performance goal (or any specified threshold, intermediate, target, maximum or other level with respect thereto). |
E. | This APSA grant shall be subject to the terms and conditions of, the Stock Incentive Plan. If there is any conflict between the provisions of this Notice and the Stock Incentive Plan or any award agreement, this Notice shall control. |
F. | The APSA shall be settled by delivery of whole Shares (with cash for any fractional share) to Executive at the time(s) determined by the Committee in its reasonable discretion, provided that such Shares shall be delivered (and such cash, if any, shall be paid) no later than March 15, 2021. |
A. | The ARSU is being granted under the Stock Incentive Plan, giving the Executive the right to receive shares of common stock of the Company (“Shares”). |
B. | The Vesting Period for the ARSU shall be the three year period beginning on January 1, 2018 and ending on December 31, 2020. |
C. | A target number of Shares with a fair market value on the date of grant, based on the closing price of the Company’s stock on such date, of $750,000 shall be established for the ARSU. Notwithstanding the foregoing, the maximum number of shares deliverable pursuant to any ARSU shall not exceed the maximum number of shares that could be granted during a calendar year under the Stock Incentive Plan. |
D. | This ARSU grant shall be subject to the terms and conditions of, the Stock Incentive Plan. If there is any conflict between the provisions of this Notice and the Stock Incentive Plan or any award agreement, this Notice shall control. |
E. | The ARSU shall be settled by delivery of whole Shares (with cash for any fractional share) to Executive at the time(s) determined by the Committee in its reasonable discretion, provided that such Shares shall be delivered (and such cash, if any, shall be paid) no later than March 15, 2021. |
/s/ Ray Oppel | |||
By: | Ray Oppel | ||
Chairman of the Compensation Committee | |||
Receipt of this Notice is hereby acknowledged by the Executive on the date set forth below: | |||
/s/ Steven J. Hilton | March 21, 2018 | ||
Executive | Date | ||
TO: | Tim White | |
FROM: | Ray Oppel, Chairman of the Compensation Committee (the “Committee”) | |
DATE: | March 21, 2018 | |
RE: | Notice of Approved 2018 Compensation (“Notice”) | |
/s/ Ray Oppel | |||
By: | Ray Oppel | ||
Chairman of the Compensation Committee | |||
/s/ C. Timothy White | March 21, 2018 | ||
Executive | Date | ||
TO: | Hilla Sferruzza | |
FROM: | Ray Oppel, Chairman of the Compensation Committee (the “Committee”) | |
DATE: | March 21, 2018 | |
RE: | Notice of Approved 2018 Compensation (“Notice”) | |
/s/ Ray Oppel | |||
By: | Ray Oppel | ||
Chairman of the Compensation Committee | |||
/s/ Hilla Sferruzza | March 21, 2018 | ||
Executive | Date | ||
TO: | Philippe Lord | |
FROM: | Ray Oppel, Chairman of the Compensation Committee (the “Committee”) | |
DATE: | March 21, 2018 | |
RE: | Notice of Approved 2018 Compensation (“Notice”) | |
/s/ Ray Oppel | |||
By: | Ray Oppel | ||
Chairman of the Compensation Committee | |||
/s/ Philippe Lord | March 21, 2018 | ||
Executive | Date | ||
TO: | Javier Feliciano | |
FROM: | Ray Oppel, Chairman of the Compensation Committee (the “Committee”) | |
DATE: | March 21, 2018 | |
RE: | Notice of Approved 2018 Compensation (“Notice”) | |
/s/ Ray Oppel | |||
By: | Ray Oppel | ||
Chairman of the Compensation Committee | |||
/s/ Javier Feliciano | March 21, 2018 | ||
Executive | Date | ||