On August 23, 2024, the Board of Directors of D.R. Horton, Inc. (the “Company”) approved and adopted amended and restated bylaws (the “Amended and Restated Bylaws”), which became effective the same day. Among other things, the amendments effected by the Amended and Restated Bylaws:
•more closely align the Amended and Restated Bylaws to the Delaware General Corporation Law;
•clarify and update certain procedural and disclosure requirements in the advance notice provisions relating to the requirements for stockholder-submitted nominations and/or other business proposals, including, among other things, to clarify the Board’s role in determining the validity of a stockholder’s notice under the advance notice bylaws and to clarify and revise the scope of information and disclosures required regarding proposing stockholders, proposed nominees, and other related persons;
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•clarify the timing requirements for stockholder notices if the annual meeting is changed by more than thirty days before or more than forty-five days after the anniversary date of the previous year’s annual meeting;
•revise the requirement that a stockholder make a representation as to whether such stockholder intends to solicit proxies in support of director nominees and provide evidence of any such solicitation, and include a similar requirement with respect to any solicitation in support of other business proposed to be presented at stockholder meetings; and
•require that a stockholder directly or indirectly soliciting proxies from other stockholders use a proxy card color other than white.
The Amended and Restated Bylaws also incorporate ministerial, clarifying and conforming changes.
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