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KB HOME - 10-K - 20060210 - PART_III
PART III
Portions of the definitive Proxy Statement for the 2005 Annual
Meeting of Stockholders, to be filed pursuant to Regulation 14A
under the Securities Exchange Act of 1934, are incorporated by
reference in this Annual Report on
Form
10-K
pursuant
to General Instruction G(3) of
Form
10-K
and
provides the information required under Part III
(Items 10, 11, 12, 13 and 14) except for the information
regarding our executive officers, which is included in
Part I on page 19 herein, and the information set
forth below.
Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE
REGISTRANT
Ethics Policy
We have adopted an Ethics Policy for our directors, officers
(including our principal executive officer and
principal financial officer) and employees. The Ethics
Policy is available on our website at
http://www.kbhome.com/investor/main. Stockholders may request a
free copy of the Ethics Policy from:
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KB Home
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Attention: Investor Relations
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10990 Wilshire Boulevard
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Los Angeles, California 90024
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(310) 231-4000
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investorrelations@kbhome.com
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Within the time period required by the SEC and the New York
Stock Exchange, we will post on our website any amendment to our
Ethics Policy and any waiver applicable to our principal
executive officer, principal financial officer, principal
accounting officer or controller, or persons performing similar
functions, and our executive officers or directors.
Corporate Governance Principles
We have adopted Corporate Governance Principles, which are
available on our website at http://www.kbhome.com/investor/main.
Stockholders may request a free copy of the Corporate Governance
Principles from the address, phone number and email address set
forth under “Ethics Policy.”
New York Stock Exchange Annual Certification
We have submitted to the New York Stock Exchange a certification
of our Chairman and Chief Executive Officer that he was not
aware of any violation by KB Home of the New York Stock
Exchange’s corporate governance listing standards as of the
date of the certification.
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Item 12.
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT AND RELATED STOCKHOLDER MATTERS
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The following table provides information as of November 30,
2005 with respect to shares of our common stock that may be
issued under our existing compensation plans:
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Equity Compensation Plan Information
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Number of common
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shares remaining
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Number of
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available for future
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common shares to
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issuance under equity
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be issued upon
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Weighted-average
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compensation plans
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exercise of
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exercise price of
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(excluding common
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outstanding options,
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outstanding options,
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shares reflected in
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warrants and rights
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warrants and rights
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column(a))
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Plan category
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(a)
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(b)
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(c)
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Equity compensation plans approved by stockholders
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6,532,968
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$
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27.62
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1,170,516
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Equity compensation plans not approved by stockholders(1)
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2,643,285
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29.48
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3,223,508
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Total
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9,176,253
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$
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28.16
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4,394,024
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(1)
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Represents the 1999 Plan and the Non-Employee Directors Stock
Plan.
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1999 Plan
In 1999, our board of directors approved the adoption of the
1999 Plan to provide incentives to our key employees. All our
domestic employees, other than executive officers, are eligible
to receive awards under the 1999 Plan. Awards under this plan
are generally not restricted to any specific form or structure
and may include, among other things, stock options, restricted
stock, stock units, cash or stock bonuses and limited stock
appreciation rights. The terms of the 1999 Plan are identical to
the terms of our shareholder approved 2001 Plan in all material
respects, except that our executive officers may not participate
in the 1999 Plan.
Awards may be conditioned on continued employment, have various
vesting schedules and accelerated vesting and exercisability
provisions in the event of, among other things, a “change
in ownership” (as defined in the 1999 Plan). The 1999 Plan
is administered by the Management Development and Compensation
Committee of our board of directors.
Originally, 2,000,000 shares of common stock were reserved and
authorized for issuance under the 1999 Plan. An additional
2,000,000 shares (for an aggregate of 4,000,000 shares) were
subsequently authorized for issuance under the 1999 Plan. Shares
subject to a grant or award under the 1999 Plan which are not
issued or delivered by reason of the failure to vest of a
restricted stock award or the expiration, termination,
cancellation or forfeiture of all or a portion of the exercise
price or to satisfy tax withholding obligations upon the
exercise of an option are again available for future grants and
awards. As of November 30, 2005, 2,588,878 shares
remained available for grant under the 1999 Plan. Options
granted under the 1999 Plan have a purchase price equal to the
fair market value of a share of common stock at the time of
grant. All currently outstanding options vest, subject to
continued employment, in three equal installments over a period
of three years from the date of grant (subject to early vesting
on a change in ownership, retirement and in certain other
limited circumstances), and typically expire 15 years after
the date of grant. Restricted shares granted under the 1999 Plan
generally do not vest for a period of three years from the date
of grant, subject to continued employment. No awards other than
options and restricted stock have been made under the 1999 Plan.
Non-Employee Directors Stock Plan
The Non-Employee Directors Stock Plan provides for grants of
deferred common stock units or stock options to our non-employee
directors. The terms of stock units and options granted under
the Non-Employee Directors Stock Plan are described in our Proxy
Statement for the 2006 Annual Meeting of Stockholders, which is
incorporated herein. Although we will purchase shares of common
stock on the open market to satisfy the payment of stock awards
under the Non-Employee Directors Stock Plan, to date, all stock
awards under the Non-Employee Directors Stock Plan have been
settled in cash. As of November 30, 2005,
634,630 shares remained available for grant under the
Non-Employee Directors Stock Plan. In December 2005, all
current non-employee directors elected to receive payouts of all
stock awards granted to them under the Non-Employee Director
Stock Plan in cash.
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