LGI Homes (LGIH) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for April 24, 2025, with voting on four key proposals: director elections, auditor ratification, executive compensation (say-on-pay), and an amendment to the employee stock purchase plan.

• The board recommends voting in favor of all proposals and emphasizes the importance of shareholder participation.

• Shareholders of record as of February 28, 2025, are eligible to vote, with 23,397,074 shares outstanding.

Voting matters and shareholder proposals

• Proposal 1: Election of seven directors, all current board members, to serve until the next annual meeting.

• Proposal 2: Ratification of Ernst & Young LLP as independent auditor for fiscal year 2025.

• Proposal 3: Advisory vote on 2024 executive compensation (say-on-pay), with annual frequency for future votes.

• Proposal 4: Approval of Amendment No. 1 to the 2016 Employee Stock Purchase Plan, increasing the share cap from 500,000 to 1,000,000.

• Procedures for submitting shareholder proposals and director nominations for the 2026 meeting are outlined.

Board of directors and corporate governance

• The board consists of seven members, with a majority being independent; only the CEO is non-independent.

• Committees include Audit, Compensation, and Nominating & Corporate Governance, each with defined charters and independent membership.

• The board values diversity in skills, experience, and background, and conducts annual self-assessments.

• Stock ownership guidelines require directors to hold shares equal to five times their annual cash retainer.