8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

_______________________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported) December 10, 2021

_______________________

MERITAGE HOMES CORPORATION

(Exact Name of Registrant as Specified in Charter)

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, including Zip Code)

(480) 515-8100

(Registrant’s telephone number, including area code)

N/A

(Former Name or Former Address, if Changed Since Last Report)

Securities registered pursuant to Section 12(b) of the Act:
Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock $.01 par value	MTH	New York Stock Exchange

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):
☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	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	☐
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.		☐

ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS

On December 13, 2021, we announced in a press release that the Board of Directors ("the Board") appointed Louis E. Caldera as an independent Class I Director to be effective as of December 10, 2021. Mr. Caldera is a Distinguished Adjunct Professor of Law and a senior fellow in the Program on Law and Government at American University Washington College of Law. Mr. Caldera also serves as a director for Granite Construction (NYSE: GVA) and as the Chair of the Compensation Committee for DallasNews Corporation (NASDAQ: DALN). The Board plans to consider Mr. Caldera for appointment to one or more board committees over the course of the next several regularly scheduled Board meetings.

In accordance with the Company's current Board compensation arrangements, as described in the Company's most recent annual report on Form 10-K and proxy statement, Mr. Caldera will receive cash compensation of $50,000 per year for serving on the Board, annual grants of service-based RSUs and reimbursement for reasonable expenses, and the Company will enter into an indemnification agreement with Mr. Caldera in the form provided to other directors of the Company.

A copy of the press release announcing the election of Mr. Caldera is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits

Exhibit Number	Description
99.1	Press Release
104	The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: December 13, 2021

MERITAGE HOMES CORPORATION
/s/	Hilla Sferruzza
By:	Hilla Sferruzza
	Executive Vice President and Chief Financial Officer

EX-99.1

Exhibit 99.1

Meritage Homes Appoints Louis E. Caldera to its Board of Directors

SCOTTSDALE, Ariz., December 13, 2021— Meritage Homes (NYSE:MTH), a leading U.S. homebuilder, announced the appointment of Louis E. Caldera to its Board of Directors as an independent director. His appointment brings the Board of Directors to a total of 11. The Board plans to consider Mr. Caldera for appointment to one or more board committees over the course of the next several regularly scheduled Board meetings.

Mr. Caldera, a private investor and consultant, brings to the Meritage Board a rich background spanning leadership positions in higher education, military, and public service. Mr. Caldera served as Secretary of the Army under the Clinton administration and as Director of the White House Military Office under the Obama administration. He began his career as an Army officer and from 1992 to 1997 served in the California State Assembly. Since 2001, Mr. Caldera has worked in higher education, including as a vice chancellor for The California State University and as president of The University of New Mexico. Most recently he served as a distinguished adjunct professor of law in the program on law and government at American University Washington College of Law from 2018 to 2021.

“We are pleased to welcome Louis to our Board,” said Steven J. Hilton, executive chairman of Meritage Homes. “His breadth and depth of unique experiences will enhance our Board’s diversity of thought and insights and help Meritage as we continue to grow and innovate.”

“I am delighted to join the board of Meritage Homes, with its focus on building affordable, quality, healthy, energy-efficient homes for entry-level homebuyers in many of our nation’s fastest growing communities and its unparalleled commitment to its people, customers, and the communities it serves," said Mr. Caldera.

Mr. Caldera has served on numerous corporate boards and on several nonprofit boards and commissions. He serves as a member of the board of directors of Granite Construction and DallasNews Corp, where he also chairs the compensation and management development committee. He previously served as a member of the board of directors for Southwest Airlines Co., Career Education Corp. and IndyMac Bancorp, Inc. A graduate of the United States Military Academy, Harvard Law School and Harvard Business School, Mr. Caldera is a member of the National Association of Corporate Directors, the Latino Corporate Directors Association, and the Council on Foreign Relations.

###

About Meritage Homes Corporation

Meritage Homes is the sixth-largest public homebuilder in the United States, based on homes closed in 2020. The Company offers a variety of homes that are designed with a focus on entry-level and first move-up buyers in Arizona, California, Colorado, Texas, Florida, Georgia, North Carolina, South Carolina and Tennessee.

Meritage Homes has delivered over 145,000 homes in its 36-year history, and has a reputation for its distinctive style, quality construction, and award-winning customer experience. The Company is the industry leader in energy-efficient homebuilding, an eight-time recipient of the U.S. Environmental Protection Agency's ENERGY STAR® Partner of the Year for Sustained

Excellence Award since 2013 for innovation and industry leadership in energy efficient homebuilding, and the recipient of the EPA Indoor airPLUS Leader Award. 

For more information, visit www.meritagehomes.com.   

XML

Cover Page	Dec. 10, 2021
Document Information [Line Items]
Document Period End Date	Dec. 10, 2021
Document Type	8-K
Document Period End Date	Dec. 10, 2021
Entity Registrant Name	MERITAGE HOMES CORPORATION
Entity Incorporation, State or Country Code	MD
Entity File Number	1-9977
Entity Tax Identification Number	86-0611231
Entity Address, Address Line One	8800 E. Raintree Drive
Entity Address, Address Line Two	Suite 300
Entity Address, City or Town	Scottsdale
Entity Address, State or Province	AZ
Entity Address, Postal Zip Code	85260
City Area Code	480
Local Phone Number	515-8100
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock $.01 par value
Trading Symbol	MTH
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Entity Central Index Key	0000833079
Amendment Flag	false