KB Home (KBH) Proxy Filing summary

Executive summary

• Fiscal 2025 saw revenues exceed $6.2 billion and net income reach nearly $430 million, with a 10% year-over-year increase in book value per share and over $600 million returned to stockholders through dividends and share repurchases.

• Operational improvements included a 20% reduction in average build times and the opening of 114 new communities, supporting future growth.

• Leadership transitioned with Robert McGibney promoted to CEO and Jeffrey Mezger becoming Executive Chairman as of March 1, 2026.

• The company remains focused on its Built to Order model, targeting at least 70% of deliveries from this segment in the second half of fiscal 2026.

• Sustainability achievements include building over 217,000 ENERGY STAR® certified homes and 30,000 WaterSense labeled homes, with continued leadership in energy and water efficiency.

Voting matters and shareholder proposals

• Stockholders will vote to elect 10 directors for one-year terms, approve named executive officer compensation (Say-on-Pay), and ratify Ernst & Young LLP as independent auditor for fiscal 2026.

• All proposals are recommended for approval by the Board and require a majority of shares present or represented by proxy to pass.

• No other shareholder proposals or matters are scheduled for the meeting.

Board of directors and corporate governance

• All directors except the Executive Chairman and CEO are independent; only independent directors serve on committees.

• The Board is diverse, with 50% women or ethnic minorities if all nominees are elected.

• Directors are elected annually under a majority voting standard, and there are no supermajority requirements.

• The Board and committees conduct annual self-evaluations and maintain robust stock ownership requirements.

• Board leadership is balanced with a strong Lead Independent Director role.