PROPOSAL ONE
ELECTION OF DIRECTORS
Our Board of Directors currently consists of eight members who will serve
until the 2006 Annual Meeting, and until their successors have been elected and
qualified. Ms. Francine I. Neff, one of our current directors, has announced
that she will retire from the Board of Directors effective immediately following
conclusion of the 2006 Annual Meeting. Accordingly, Ms. Neff will not stand for
re-election. Following her retirement, the Board of Directors will consist of
seven members.
By unanimous resolution, the Nominating and Governance Committee recommended
to the Board of Directors, as nominees to the Board of Directors, seven of the
eight current Directors of the Company, each of whom is listed below under the
caption "Nominees for Director". After review and consideration by the Board of
Directors, it has nominated seven of eight Directors for election as directors
of D.R. Horton at the 2006 Annual Meeting. Ms Francine I. Neff was not
considered as a nominee by the Nominating and Governance Committee due to the
announcement of her retirement following the 2006 Annual Meeting.
Unless otherwise specified in the accompanying proxy, the shares voted by
proxy will be voted for each of the persons named below as nominees for election
as directors. The seven nominees receiving the most votes cast, a plurality of
the votes, will be elected for one year terms and will serve until the next
annual meeting of stockholders and their successors have been elected and
qualified. If any nominee is unable to serve, the proxies will be voted by the
proxy holders in their discretion for another person. The Board of Directors has
no reason to believe that any nominee will be unable to serve as a director for
his prescribed term.
According to our Bylaws, any stockholder may make nominations for the
election of directors if notice of such nominations is delivered to, or mailed
and received at, the principal executive office of D.R. Horton not less than
thirty days prior to the date of the originally scheduled meeting. However, if
less than forty days' notice or prior public disclosure of the date of the
meeting is given by D.R. Horton, notice of such nomination must be so received
not later than the close of business on the tenth day following the earlier of
the day on which notice of the meeting was mailed or the day on which such
public disclosure was made. If nominations are not so made, only the nominations
of the Board of Directors may be voted upon at the 2006 Annual Meeting.
THE BOARD OF DIRECTORS RECOMMENDS VOTING "FOR" EACH OF
THE FOLLOWING DIRECTOR NOMINEES.
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Nominees for Director
The following is a summary of certain information regarding the nominees for
election as directors.
Director
Name Age Since Principal Occupation and Business Experience
Donald R. Horton 55 1991 Mr. Horton has been Chairman of the Board of
D.R. Horton since it was formed in July
1991, and he was President from July 1991
until November 1998. He has been involved in
the real estate and homebuilding industries
since 1972, and he was the sole or principal
stockholder, director and president of each
of D.R. Horton's predecessor companies since
their respective organization, which date
from 1978 to 1990.
Bradley S. Anderson 45 1998 Mr. Anderson is a Senior Vice President of
CB Richard Ellis, Inc., an international
real estate brokerage company, and he has
had various positions in Phoenix, Arizona
with its predecessor, CB Commercial Real
Estate Group, Inc., since January 1987. He
served as Interim Chairman of the Board of
Continental Homes Holding Corp. from October
1997 through April 1998, when it merged into
D.R. Horton, and he became a director of
D.R. Horton at that time. Mr. Anderson has
been a member of both the Audit and
Compensation Committees since 1998 and he
has also been a member of the Nominating and
Governance Committee since it was formed in
November 2003.
Michael R. Buchanan 58 2003 Mr. Buchanan has significant commercial
banking experience with several banking
institutions serving the real estate and
homebuilding sectors. He retired from
commercial banking in March 2002. From March
2002 to March 2003, Mr. Buchanan was engaged
as a senior advisor to Bank of America
Securities. From 1998 to March 2002,
Mr. Buchanan was a Managing Director of Bank
of America, an executive officer position in
which he was head of its national real
estate banking group. From 1990 to 1998,
Mr. Buchanan was an Executive Vice President
of NationsBank, which later merged with Bank
of America. Mr. Buchanan is also a member of
the board of directors and the asset
committee of Wells Real Estate Investment
Trust, a publicly held, non-traded real
estate investment trust. Mr. Buchanan was
appointed to the Audit Committee in July
2003 and the Compensation Committee in
January 2004 and he has also been a member
of the Nominating and Governance Committee
since it was formed in November 2003.
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Director
Name Age Since Principal Occupation and Business Experience
Richard I. Galland 89 1992 Mr. Galland is an attorney. He was formerly
the Chief Executive Officer and Chairman of
the Board of Fina, Inc. and Of Counsel to
the law firm of Jones, Day, Reavis & Pogue.
Mr. Galland formerly served on the boards of
directors, and as a member of the audit and
compensation committees, of First
RepublicBank Corporation, Texas Industries,
Inc. and Associated Materials, Inc., each a
NYSE listed company. He has been a director
of the Company and a member of both the
Audit and Compensation Committees since
1992, and he has also been a member of the
Nominating and Governance Committee since it
was formed in November 2003.
Michael W. Hewatt 55 2005 Mr. Hewatt is a certified public accountant
and owner of Hewatt & Associates, CPAs, an
auditing and tax services firm. He has
worked for Hewatt & Associates or its
predecessor firms since 1980. From 1971 to
1979, Mr. Hewatt worked in the tax and audit
areas at Coopers & Lybrand (currently
PricewaterhouseCoopers LLP) and was an audit
manager for five years during this period.
Mr. Hewatt is a member of the American
Institute of Certified Public Accountants
("AICPA"), the AICPA's peer review program,
former member of the board of directors of
the Texas Society of Certified Public
Accountants and former President of the
Texas Society of Certified Public
Accountants - Fort Worth Chapter. Mr. Hewatt
is a member of the Audit and Nominating and
Governance Committees.
Donald J. Tomnitz 57 1995 Mr. Tomnitz is Vice Chairman, President and
Chief Executive Officer of D.R. Horton. He
was a Vice President in charge of various
divisions of D.R. Horton from 1983 until he
was elected Vice President - Western Region
of D.R. Horton in August 1994. From July
1996 until November 1998, Mr. Tomnitz was
President of D.R. Horton's Homebuilding
Division; in January 1998 he was elected an
Executive Vice President of D.R. Horton; in
November 1998 he was elected Vice Chairman
and Chief Executive Officer of D.R. Horton;
and in March 2000, he became President as
well. Mr. Tomnitz previously was a Captain
in the U.S. Army, a Vice President of
RepublicBank Dallas, N.A., and a
Vice President of Crow Development Company,
a Trammell Crow company.
Bill W. Wheat 39 2003 Mr. Wheat is Executive Vice President and
Chief Financial Officer of D.R. Horton,
positions he has held since October 2003.
Mr. Wheat had been Senior Vice President and
Controller since 2000. From 1998 until 2000,
Mr. Wheat was an Accounting Manager with the
Company. From 1991 to 1998, Mr. Wheat held
financial planning and assistant controller
positions with The Bombay Company. Prior to
1991, Mr. Wheat was an auditor with Price
Waterhouse LLP (currently
PricewaterhouseCoopers LLP).
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Retiring Director
On November 17, 2005, Ms. Francine I. Neff, one of our eight directors,
announced that she will retire from the Board of Directors effective immediately
following conclusion of the 2006 Annual Meeting. Accordingly, Ms. Neff will not
stand for re-election. Following her retirement, the Board of Directors will
consist of seven members. In connection with Ms. Neff's retirement from the
Board, she will also simultaneously retire as a member of the Audit Committee,
the Compensation Committee and the Nominating and Governance Committee of the
Board of Directors.
Other Executive Officers
Samuel R. Fuller, age 62, is a Senior Executive Vice President of the
Company. Mr. Fuller has been employed by D.R. Horton since 1992. In 1995, he was
promoted to Controller. In 2000, Mr. Fuller was promoted to Executive Vice
President and Chief Financial Officer, and in 2000 he was also appointed a
director. In October 2003, Mr. Fuller was promoted to Senior Executive Vice
President. He retired from the Board of Directors in November 2003.
Stacey H. Dwyer, age 39, is an Executive Vice President and Treasurer of
D.R. Horton and is in charge of investor relations for D.R. Horton. She has been
an employee of D.R. Horton since 1991. She was promoted from Assistant Secretary
to Assistant Vice President in 1998 and from Assistant Vice President to
Executive Vice President in 2000. She also became Treasurer in October 2003.
Prior to 1991, Ms. Dwyer was an auditor for Ernst & Young, LLP.
Gordon D. Jones, age 46, is an Executive Vice President and is Chief
Operating Officer - Central US Operations of the Company. Mr. Jones has more
than 20 years of experience in the residential development and homebuilding
industry. Prior to his current position, Mr. Jones was a Vice President of the
Company and President of our South Region, positions he held from August 2001 to
April 2005. Since 1988 when Mr. Jones joined the Company, he has held other
significant managerial positions, including Manager - Land Acquisition in north
Texas and Division President of the Dallas - Fort Worth north division.
Thomas F. Noon, age 56, is an Executive Vice President and is Chief
Operating Officer - Western US Operations of the Company. Mr. Noon has more than
30 years experience in the residential development and homebuilding industry.
Prior to his current position, Mr. Noon was a Vice President of the Company and
President of the California Region, positions he held beginning in 2001 to April
2005. From 1996 to 2001, Mr. Noon was the Region Manager of our former West
Operating Region. Beginning in 1993, when he joined the Company, through 1996,
Mr. Noon was the Division President of our San Diego division.
George W. Seagraves, age 47, is an Executive Vice President and is Chief
Operating Officer - Eastern US Operations of the Company. Mr. Seagraves has more
than 20 years experience in the residential development and homebuilding
industry and has worked for D.R. Horton for more than 20 years. Prior to his
current position, Mr. Seagraves was a Vice President of the Company and
President of our Northeast Region, positions he held from June 1999 to April
2005. From 1996 to 1999, Mr. Seagraves was the Region Manager of our former East
Operating Region.
Corporate Governance Standards
Our Board of Directors has adopted a number of standards to comply with
requirements of the Sarbanes-Oxley Act of 2002, and the final rules of the NYSE
and Securities and Exchange Commission ("SEC") relating to Sarbanes-Oxley and
other corporate governance matters. Our Board has adopted the D.R. Horton
Corporate Governance Principles, which contain a number of corporate governance
initiatives designed to comply with the NYSE Rules and the rules and regulations
of the SEC (the "SEC Rules") relating to corporate governance. The significant
corporate governance initiatives adopted by the Board of Directors are discussed
below. The Corporate Governance Principles can be found under the Investor
Relations and Corporate Governance links on our website at www.drhorton.com.
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Director Independence
Our Board of Directors is comprised of a majority of independent directors
in accordance with the NYSE Rules. Our Board made the independence determination
of its members based on the "Independence Standards" discussed below.
Our Board has adopted a set of "Independence Standards," consistent with the
NYSE Rules, to aid it in determining whether a member of the Board is
independent under the NYSE Rules. In accordance with these Independence
Standards, a director must not have a direct or indirect material relationship
with the Company or its management, other than as a director. The Independence
Standards specify the criteria by which the independence of our directors will
be determined, including strict guidelines for directors and their immediate
families with respect to past employment or affiliation with the Company, its
management or its independent auditor.
The Independence Standards are contained in the Corporate Governance
Principles set forth on our website under the Investor Relations and Corporate
Governance links. These include the following:
A director who is an employee or whose immediate family member is an
executive officer of D.R. Horton is not independent until three years after
the end of such employment relationship.
A director who receives, or whose immediate family member receives, more
than $100,000 per year in direct compensation from D.R. Horton, other than
director and committee fees and pension or other forms of deferred
compensation for prior service (provided such compensation is not contingent
in any way on continued service), is not independent until three years after
he or she ceases to receive more than $100,000 per year in compensation.
Compensation received by an immediate family member for service as a
non-executive employee or non-member of senior management of D.R. Horton
will not be considered in determining independence under this test.
A director who is affiliated with or employed by, or whose immediate family
member is affiliated with or employed in a professional capacity by, a
present or former internal or external auditor of D.R. Horton is not
independent until three years after the end of the affiliation or the
employment or auditing relationship.
A director who is employed, or whose immediate family member is employed, as
an executive officer of another company where any of D.R. Horton's present
executives serve on that company's compensation committee is not independent
until three years after the end of such service or the employment
relationship.
A director who is an executive officer or an employee, or whose immediate
family member is an executive officer, of a company that makes payments to,
or receives payments from, D.R. Horton for property or services in an amount
which, in any single fiscal year, exceeds the greater of $1 million, or 2%
of such other company's consolidated gross revenues, is not independent
until three years after falling below such threshold.
If a director serves as an executive officer, director or trustee of a
charitable or educational organization, and D.R. Horton's contributions to
the organization are less than $500,000, then the relationship will not be
considered to be a material relationship that would impair a director's
independence.
For purposes of these Independence Standards, an "immediate family member"
includes a director's spouse, parents, children, siblings, mothers and
fathers-in-laws, sons and daughters-in-law, brothers and sisters-in-law, and
anyone (other than employees of D.R. Horton) who shares the director's home.
Audit Committee Independence, Financial Literacy and Audit Committee
Financial Expert
In addition to being independent based on the Independence Standards, the
NYSE Rules and related SEC Rules require that each member of an audit committee
satisfy additional independence and financial literacy requirements, and at
least one of these members must satisfy the additional requirement of having
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accounting or related financial management expertise. This additional
requirement can be satisfied by the Board determining that at least one Audit
Committee member is an "audit committee financial expert" within the meaning of
the SEC Rules. Accordingly, the Corporate Governance Principles contain a set of
standards that relate to audit committee independence, financial literacy and
audit committee accounting and financial management expertise. Generally, the
additional independence standard provides that (i) a member of the Audit
Committee, or his or her immediate family members, are prohibited from receiving
any direct or indirect compensation or fee from the Company or its affiliates,
and (ii) he or she may not be an affiliated person of the Company or any of its
subsidiaries. Generally, the financial literacy standard provides that the
Board, in its business judgment, shall determine if each member is financially
literate, taking into account factors such as the member's education, experience
and ability to read and understand financial statements of public companies.
Also, audit committee financial experts must have five additional attributes,
which are (i) an understanding of generally accepted accounting principles and
financial statements, (ii) the ability to assess the general application of such
principles in connection with the accounting for estimates, accruals and
reserves, (iii) experience preparing, auditing, analyzing or evaluating
financial statements that present a breadth and level of complexity of
accounting issues that are generally comparable to the breadth and complexity of
issues that can reasonably be expected to be raised by the Company's financial
statements, or experience actively supervising one or more persons engaged in
such activities, (iv) an understanding of internal controls and procedures for
financial reporting and (v) an understanding of how audit committees function.
All together, attributes (i) through (v) are referred to as the "Financial
Expert Attributes." The audit committee financial expert standards are set forth
in the Corporate Governance Principles.
Board Determinations
Based on the independence, financial literacy and financial expert standards
discussed above, the Board has determined that Bradley S. Anderson, Michael R.
Buchanan, Richard I. Galland and Michael W. Hewatt are (i) independent, for
purposes of serving as independent members of the Board of Directors, the
Compensation Committee and the Nominating and Governance Committees,
(ii) independent, for purposes of serving as independent members on the Audit
Committee, and (iii) financially literate, for purposes of serving on the Audit
Committee. The Board has also determined, as set forth below, that Mr. Galland,
Mr. Buchanan and Mr. Hewatt each have the Financial Expert Attributes listed
above.
Mr. Hewatt. Mr. Hewatt acquired the Financial Expert Attributes primarily
through his more than 30 years of experience working as a certified public
accountant for Coopers & Lybrand LLP and Hewatt & Associates, CPAs, and its
predecessor firms. Mr. Hewatt's experience as an auditor provided him active
experience in conducting certified audits and reviewing financial statements.
This active accounting experience further developed Mr. Hewatt's understanding
of generally accepted accounting principles and financial statements and his
ability to assess the application of such principles in connection with
accounting for estimates, accruals and reserves. Mr. Hewatt's active status as a
certified public accountant requires him to stay current on pronouncements and
advisory notices issued by accounting, auditing and tax regulatory boards and
organizations.
During his career as a certified public accountant, Mr. Hewatt has served on
various management teams directly responsible for designing and conducting
testing procedures on financial statements for compliance with applicable
controls and procedures, such as estimates, accruals and reserves, and
evaluating related internal control structures. These types of compliance
reviews were documented and evaluated and used in forming audit procedures. In
connection with certain audits and compliance testing, Mr. Hewatt prepared and
issued reports to boards of directors, whereby he gained understanding into the
functioning of boards of directors and related committees. Mr. Hewatt has
additional experience in providing management advisory services and providing
tax advisory and tax preparation services, which has provided Mr. Hewatt with a
strong background in the Internal Revenue Code and dealing with the Internal
Revenue Service. Mr. Hewatt has worked with clients which include public and
private companies, governmental organizations and non-profit organizations.
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Mr. Galland. Mr. Galland acquired the Financial Expert Attributes primarily
through years of experience as president and chief executive officer of several
companies where he actively supervised principal accounting officers and
actively oversaw the preparation and evaluation of financial statements.
Throughout Mr. Galland's career, he has actively participated in numerous
mergers and acquisitions where he was involved in evaluating balance sheets and
determining appropriate estimates, accruals and reserves to record on the
financial records of the acquiring company. Mr. Galland also has had extensive
experience as a board member of two other public companies, where he also served
as chair of their audit committees.
Mr. Buchanan. Mr. Buchanan acquired the Financial Expert Attributes
primarily through his experience as a commercial banker in the real estate and
homebuilding sectors, including serving as head of Bank of America's national
real estate group. Mr. Buchanan's responsibilities as a banker required him to
analyze and evaluate financial statements in order to make credit and lending
decisions. In this regard, he developed significant expertise in understanding
the integrity of the financial information used to prepare financial statements
and how such information should be used to analyze and evaluate a company's
financial condition and its ability to meet its debt obligations. As head of the
national real estate group at Bank of America, Mr. Buchanan also actively
supervised others in conducting financial statement and financial condition
analysis and evaluation.
As provided by the safe harbor contained in the SEC Rules, our audit
committee financial experts will not be deemed "experts" for any purpose as a
result of being so designated, such designation does not impose on such persons
any duties, obligations or liabilities that are greater than the duties,
obligations and liabilities imposed on such persons as members of the Audit
Committee or the Board of Directors in the absence of such designation, and such
designation does not affect the duties, obligations or liabilities of any other
member of the Audit Committee or the Board of Directors.
The Board also determined that Donald R. Horton, Donald J. Tomnitz and Bill
W. Wheat are not independent members of the Board, because they currently are
executive officers of, and employed by, the Company.
Code of Ethical Conduct for CEO, CFO and Senior Financial Officers
In accordance with SEC Rules, the Audit Committee and the Board have adopted
the Code of Ethical Conduct for the CEO, CFO and Senior Financial Officers. The
Board believes that these individuals must set an exemplary standard of conduct
for D.R. Horton, particularly in the areas of accounting, internal accounting
control, auditing and finance. The ethics code sets forth ethical standards the
designated officers must adhere to and other aspects of accounting, auditing and
financial compliance. The full text of the Code of Ethical Conduct for CEO, CFO
and Senior Financial Officers has been posted to the Company's website, and can
be found under the Investor Relations and Corporate Governance links.
Corporate Code of Business Conduct and Ethics
The Board of Directors has adopted a Corporate Code of Business Conduct and
Ethics for employees and directors of D.R. Horton in accordance with the NYSE
Rules. The Board adopted the Code of Business Conduct and Ethics to provide
guidance to the Board and management in areas of ethical business conduct and
risk and provide guidance to employees and directors by helping them to
recognize and deal with ethical issues including, but not limited to,
(i) conflicts of interest, (ii) corporate opportunities, (iii) confidentiality,
(iv) fair dealing, (v) protection of corporate assets, (vi) compliance with
rules and regulations, including insider trading of securities, and
(vii) confidential reporting of unethical behavior and hotline telephone
numbers. The Corporate Code of Business Conduct and Ethics can be found on our
website under the Investor Relations and Corporate Governance links.
Qualifications for Directors
The Nominating and Governance Committee utilizes a variety of methods for
identifying nominees for director, including considering potential director
candidates who come to the committee's attention
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through current officers, directors, professional search firms, stockholders or
other persons. Mr. Hewatt, who was appointed a director in August 2005, was
brought to the attention of the committee by an executive officer of the
Company. Once a potential nominee has been identified, the Nominating and
Governance Committee evaluates whether the nominee has the appropriate skills
and characteristics required to become a director in light of the then current
make-up of the Board of Directors. This assessment includes an evaluation of the
nominee's judgment and skills, such as depth of understanding of the Company's
industry, financial sophistication, leadership and objectivity, all in the
context of the perceived needs of the Board of Directors at that point in time.
In addition to the foregoing, the Company's Corporate Governance Principles
provide that each member of the Board of Directors should have the following
minimum characteristics:
the highest personal and professional ethical standards, integrity and
values;
a commitment to representing the long-term interests of the stockholders;
practical wisdom and mature judgment;
objective and inquisitive; and
prepared to offer his or her resignation in the event of any significant
change in personal circumstances that could affect the discharge of his or
her responsibilities as a director, including a change in his or her
principal job responsibilities.
Ordinarily, directors who serve as CEOs or in equivalent positions for other
companies should not serve on more than one other board of a public company in
addition to the D.R. Horton Board, and other directors should not serve on more
than two other boards of public companies in addition to the D.R. Horton Board.
Because of the value the Board places on having directors who are knowledgeable
about the Company and its operations, neither the Board nor the Nominating and
Governance Committee believes that arbitrary term limits on directors' service
are appropriate.
Procedures for Nominating or Recommending for Nomination Candidates for Director
Any stockholder may submit a nomination for director by following the
procedures outlined in our Bylaws and described under Proposal One "Election of
Directors" in this Proxy Statement. In addition, the Nominating and Governance
Committee has adopted a policy permitting stockholders to recommend candidates
for director for consideration by the committee, which will consider such
candidates on the same basis as candidates identified through other means.
Stockholders wishing to recommend candidates for election at the 2007 Annual
Meeting must give notice to the Nominating and Governance Committee no more than
150 days and no less than 120 days prior to the anniversary date of this Proxy
Statement. All director candidates shall, at a minimum, possess the
qualifications for director discussed above. Each notice must set forth (1) the
name and mailing address of such stockholder, (2) the number of shares
beneficially owned by such stockholder, (3) the name, age, business address and
residence address of each candidate, (4) the number of shares of Common Stock,
if any, beneficially owned by each candidate, and (5) all other information
relating to such person that is required to be disclosed in the solicitations
for proxies for election of directors under the SEC Rules and NYSE Rules. The
Nominating and Governance Committee may request additional information to assist
in the evaluation of the candidacy of such person.
Committees of the Board
In fiscal 2005, the Board of Directors adopted new revised Charters for each
of the Compensation Committee and the Nominating and Governance Committee in
compliance with the NYSE Rules and the SEC Rules. New rules in the area of
stockholder nominations are being considered by the SEC, and if adopted, the
Board will amend the Charter for the Nominating and Governance Committee
accordingly. Each of the Charters of the Audit Committee, the Compensation
Committee and the Nominating and Governance Committee is posted on the Company's
website, and can be found under the Investor Relations and Corporate Governance
links.
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Complaint Procedures For Accounting, Internal Control, Auditing and Financial
Matters
In accordance with SEC Rules, the Audit Committee has established procedures
for (i) the receipt, retention and treatment of complaints regarding accounting,
internal control, auditing or financial matters (collectively, "Accounting
Matters") and (ii) the confidential, anonymous submission by employees of
concerns regarding questionable Accounting Matters. The Audit Committee oversees
treatment of complaints and concerns in this area. The full text of the
Complaint Procedure For Accounting, Internal Control, Auditing and Financial
Matters has been posted to the Company's website, and can be found under the
Investor Relations and Corporate Governance links.
Executive Sessions of the Board of Directors
In accordance with the NYSE Rules, the Board of Directors has held and will
continue to hold regularly scheduled executive sessions of the non-management
directors. Mr. Michael R. Buchanan, Chairperson of the Nominating and Governance
Committee, presides at these independent sessions.
Communications with the Board of Directors
You can communicate with any member of our Board of Directors by sending the
communication to the Chairperson of the Nominating and Governance Committee, who
also serves as the Presiding Director. Currently, Mr. Buchanan serves as
Chairperson of the Nominating and Governance Committee. Send communications to:
Presiding Director c/o Chief Legal Counsel, D.R. Horton, Inc., 301 Commerce
Street, Suite 500, Fort Worth, Texas 76102. Our Chief Legal Counsel will review
the communications and determine if such communications come within the purview
of a Board committee or Board member(s). After such determination, these
communications will be promptly forwarded to such Board member(s) or the
Presiding Director as applicable. The Presiding Director reports on these
communications to the Board on a quarterly basis. Further information may be
obtained on our website at www.drhorton.com under the Investor Relations and
Corporate Governance links.
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