DEF 14A

DEF 14A 1 d399328ddef14a.htm DEF 14A DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )


Filed by the Registrant ☒		Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐	Preliminary Proxy Statement

☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒	Definitive Proxy Statement

☐	Definitive Additional Materials

☐	Soliciting Material Pursuant to §240.14a-12

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D.R. Horton, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒	No fee required

☐	Fee paid previously with preliminary materials

☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

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Message to Our Stockholders:

We are extremely proud of the D.R. Horton team’s performance in fiscal 2022. We completed our 21^st consecutive year as the largest homebuilder in the United States by closing 83,518 homes in our homebuilding and single-family rental operations during fiscal 2022. Our consolidated revenues and pre-tax income were 21% and 42% higher than fiscal 2021, respectively. Over the last five years, we have grown our revenues by 138% and our earnings per share by 503%, while also generating $7.5 billion of homebuilding cash from operations, more than doubling our book value per share, maintaining homebuilding leverage below 20% and significantly increasing our returns on inventory and equity to greater than 30%. Our strong balance sheet, ample liquidity and low leverage provide us with significant financial flexibility. We are committed to maintaining our disciplined approach to investing capital to enhance the long-term value of our Company, including returning capital to our stockholders through both dividends and share repurchases on a consistent basis.

During the first half of fiscal 2022 and for most of the third quarter, demand for our homes remained strong. In June 2022, we began to see a moderation in housing demand that persisted through the end of our fiscal year as mortgage interest rates increased substantially and inflationary pressures remained elevated. The supply of homes at affordable price points remains limited across most of our markets, and disruptions in the supply chains for certain building materials and tightness in the labor market have caused our construction cycle to lengthen. Although these pressures may persist for some time, we believe we are well-positioned to meet these changing market conditions with our affordable product offerings and lot supply, and we will manage our home pricing, sales incentives and number of homes in inventory based on the level of homebuyer demand.

Our purpose as a Company is to enable our customers to achieve the American Dream of homeownership. We achieve this by ensuring that our homes remain affordable for entry-level and first-time homebuyers – the average selling price of our homes is one of the lowest in the homebuilding industry – and we are honored to have provided new homes to more individuals and families than any other builder in the country. We continue to strive to offer compelling value across our broad product offerings to serve a diverse customer base and provide homes for every stage in life.

As a Board, we remain committed to providing robust oversight of management as the Company implements its vision and strategic plans to create sustainable stockholder value. In fiscal 2022, the Board also reiterated its commitment to stockholder engagement – the feedback gained in conversations with stockholders serves as a key input to Board and Committee discussions and decisions. The following proxy statement outlines the significant executive compensation actions taken by the Board and Compensation Committee to address and align with stockholder feedback received over the course of the past year. We are also proud to have been named the Best Investor Relations Program in the Homebuilders and Building Products sector by Institutional Investor multiple times in its annual survey, including in each of the most recent three consecutive years.

During fiscal 2022, the Company made significant strides in our Environmental, Social and Governance (ESG) efforts related to our commitment to improve our ESG transparency. We published human capital data for the first time highlighting the demographic composition of our workforce and our homebuyers, and we subsequently appended that data with our first public disclosure of our EEO-1 reporting, sharing our 2021 report that was submitted to the Equal Employment Opportunity Commission (EEOC). Additionally, we published our first vendor spotlight, which highlights the environmental impacts of certain vendors and product categories within our homes, and how together with our building product partners, we are building a better, more energy efficient home for our homebuyers. This year, we also conducted a formal ESG materiality assessment, in which we gathered responses and feedback from a variety of stakeholders to understand the ESG topics of importance to each stakeholder type and the areas in which D.R. Horton should consider focusing our ESG efforts and disclosure.

As a culmination of these efforts, we plan to publish our inaugural ESG report in early fiscal 2023. This ESG report will include discussion and metrics around the energy efficiency and environmental impacts of our homes, the importance of the people who work for D.R. Horton, our impacts on the communities in which we work, overall business ethics and several other important ESG topics . This report and future ESG Reports, as well as any new information, will be accessible on the Policy & ESG Documents section of our Investor Relations website.

Our employees continue to be the primary strength of our Company, ensuring the resilience of our business going forward. Our employees share in our success on both an annual and long-term basis through participation in numerous incentive compensation and stock ownership plans. We remain committed to hiring, developing and supporting a positive, productive, diverse and inclusive workplace by attracting and retaining talented and experienced individuals to manage and support our operations. We continually work to improve the quality of our workforce, work environments and customer experiences. Our Company’s culture is centered on accountability, integrity and providing growth opportunities for our employees based on competence, effort and character, which provides a long-term focus and continuity to our operations.

We operate in 106 markets and 33 states across the country in a highly decentralized manner. Our team of employees in each market strive to have a positive influence on their local communities, not only by providing new homes to their neighbors, but also by supporting local organizations that enhance the well-being of the community and help those in need. This support is demonstrated through numerous efforts including team volunteering projects, support of individual employee volunteer efforts, natural disaster recovery assistance to municipalities, various types of donations, contributions and cooperation with our trade partners in supporting various charitable causes. Homebuilding is a local business, and we are proud to support the local communities where our employees and customers live and work.

Board of Directors:

Donald R. Horton, Chairman

Barbara K. Allen

Brad S. Anderson

Michael R. Buchanan

Benjamin S. Carson, Sr.

Maribess L. Miller

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Notice of Annual Meeting of Stockholders

Date and Time:

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January 18, 2023

10:00 a.m. Central Time

Place:

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1341 Horton Circle,

Arlington, Texas 76011

Dear Stockholders of D.R. Horton:

You are invited to attend the 2023 Annual Meeting of Stockholders of D.R. Horton, America’s Builder. Our 2023 Annual Meeting will be held at our corporate offices located at: 1341 Horton Circle, Arlington, Texas 76011, on Wednesday, January 18, 2023, at 10:00 a.m. Central Time, for the following purposes:

•

To elect the six directors named in our proxy statement;

•

To seek an advisory vote on the approval of our executive compensation;

•

To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm; and

•

To conduct other business properly brought before the meeting.

Record Date:

Only stockholders of record at the close of business on Wednesday, November 30, 2022 are entitled to notice of and to vote at the 2023 Annual Meeting or any adjournment thereof. The Proxy Statement is furnished in connection with the solicitation of proxies by the Board of Directors of D.R. Horton. D.R. Horton expects that the Proxy Statement and the accompanying form of proxy will first be released to our stockholders of record on or about December 13, 2022.

Whether or not you plan to attend the meeting, your vote is very important. For the convenience of our stockholders, proxies may be submitted either by telephone, electronically through the Internet, or by mail. For casting your vote by mail, a form of proxy on which to indicate your vote and a postage-paid envelope in which to return your proxy are enclosed. WE URGE YOU TO COMPLETE AND RETURN YOUR PROXY BY ONE OF THESE METHODS SO THAT YOUR SHARES WILL BE REPRESENTED. If you decide later to attend the 2023 Annual Meeting, you may revoke your proxy at that time and vote your shares in person. If you desire any additional information concerning the 2023 Annual Meeting, we would be glad to hear from you.

Sincerely,

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DONALD R. HORTON

Chairman of the Board

Arlington, Texas

December 13, 2022

Stockholders are being asked to vote on the following matters at the 2023 Annual Meeting of Stockholders.


		Our Board’s Recommendation

Proposal 1: Election of Directors: To elect the six directors named in our proxy statement		✓ FOR

Proposal 2: Advisory Vote to Approve Executive Compensation: To seek an advisory vote on the approval of our executive compensation		✓ FOR

Proposal 3: Ratification of Auditors: To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for fiscal 2023		✓ FOR

Table of Contents



PROXY STATEMENT SUMMARY			1
Key Operating and Financial Highlights			1
Board Responsiveness and Commitment to Stockholder Engagement			2
Corporate Governance Highlights			3
Executive Compensation Highlights			4
ESG Initiatives & Progress			5

PROPOSAL ONE — ELECTION OF DIRECTORS			6
Information Regarding the Director Nominees			7
Director Nominees			8

CORPORATE GOVERNANCE AND BOARD MATTERS			12
Board Refreshment and Diversity			13
Corporate Governance Standards			13
Board Leadership Structure, Board’s Role in Risk Oversight and Board and Committee Meetings			17
Compensation of Directors			21
Director Compensation for Fiscal 2022			22

PROPOSAL TWO — ADVISORY VOTE ON THE APPROVAL OF EXECUTIVE COMPENSATION			23

EXECUTIVE OFFICERS			24

EXECUTIVE COMPENSATION			25
Compensation Discussion and Analysis			25
Components of Compensation			33
Other Compensation and Stock Matters			41
Process for Determining Compensation			42
Use of Compensation Peer Group Data			42
Compensation Risk Analysis			43
Compensation Committee Report			43
Executive Compensation Tables			44
Summary Compensation Table			44
Grants of Plan-Based Awards			45
Outstanding Equity Awards at Fiscal Year-End			46
Option Exercises and Stock Vested			47


Nonqualified Deferred Compensation Plans			47
Potential Payments Upon Termination or Change in Control			48

CEO PAY RATIO			52

INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS			53
Audit Fees and All Other Fees			53
Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services			53
Audit Committee Report			54

PROPOSAL THREE — RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			55
Vote Required			55

BENEFICIAL OWNERSHIP OF COMMON STOCK			56
Management			56
Certain Other Beneficial Owners			57

CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS			58

GENERAL INFORMATION			61
Time, Place and Purposes of Meeting			61
Solicitation of Proxies			61
Revocation and Voting of Proxies			61
Outstanding Shares and Voting Rights			61
Quorum Requirement			62
Vote Required			62
Stockholders Sharing the Same Address			63
Future Stockholder Communications through the Internet			63
Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to be Held January 18, 2023			63

STOCKHOLDER PROPOSALS FOR 2024 ANNUAL MEETING			64

REQUESTING DOCUMENTS FROM THE COMPANY			65

OTHER MATTERS			65

PROXY STATEMENT SUMMARY

Proxy Statement Summary

Key Operating and Financial Highlights

The D.R. Horton team, led by our executive officers, delivered outstanding operating and financial results during fiscal 2022. D.R. Horton, Inc. is referred to as “D.R. Horton,” the “Company,” “we,” and “our” in this Proxy Statement. Our results reflect the strength of our experienced operational teams, industry-leading market share, broad geographic footprint and diverse product offerings across multiple brands.

We closed 83,518 homes in our homebuilding and single-family rental operations during fiscal 2022, completing our 21^st consecutive fiscal year as the largest homebuilder in the United States. Over the prior five fiscal years, we have grown our revenues by 138% and our earnings per share by 503%, while also generating $7.5 billion of cash flows from homebuilding operations, more than doubling our book value per share, maintaining homebuilding leverage below 20% and significantly increasing our returns on inventory and equity to greater than 30%. We have also delivered strong total stockholder returns of 264% and 79% for the last ten years and five years, respectively.

Key Performance Highlights

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D.R. HORTON, INC. 2023 PROXY STATEMENT 1

PROXY STATEMENT SUMMARY


	As of and for the Fiscal Year Ended September 30,															% Change
	As of and for the Fiscal Year Ended September 30,															2022 vs 2021			2022 vs 2018
Stock Price and Other Data	2022			2021			2020			2019			2018			2022 vs 2021			2022 vs 2018

Common stock price		$	67.35		$	83.97		$	75.63		$	52.71		$	42.18		(20	)%		60	%