NVR (NVR) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for May 7, 2026, to elect eleven directors, ratify KPMG LLP as auditor, hold a say-on-pay vote, and consider two shareholder proposals regarding special meeting thresholds and greenhouse gas emissions disclosure.

• Shareholders of record as of March 4, 2026, are eligible to vote; voting options include internet, phone, or mail.

• The company operates as a leading U.S. homebuilder with a focus on sustainable practices, risk management, and strong governance.

Voting matters and shareholder proposals

• Proposals include election of eleven directors, auditor ratification, advisory vote on executive compensation, and two shareholder proposals: lowering the threshold to call a special meeting and requiring GHG emissions disclosure.

• Board recommends voting FOR all director nominees, FOR auditor ratification, FOR executive compensation, AGAINST both shareholder proposals.

• Shareholder proposal to lower special meeting threshold from 25% to 10% opposed by Board, citing risk of disruption and alignment with market practice.

• Shareholder proposal for GHG emissions disclosure opposed by Board, citing impracticality and lack of regulatory requirement.

Board of directors and corporate governance

• Board consists of eleven members, ten of whom are independent; separate Chairman and CEO roles.

• Annual elections, majority voting standard, proxy access, and robust stock ownership requirements for directors and executives.

• Board committees: Audit, Compensation, Nominating, and Executive; all committee members are independent.

• Annual Board and committee evaluations; active shareholder engagement on governance topics.