Morning and welcome to the Lennar Corporation 2025 Annual Meeting of Stockholders. I am Stuart Miller, Executive Chairman and Co-Chief Executive Officer of Lennar Corporation. It is my pleasure to welcome you here today for this meeting and to introduce Armando Olivera, Lead Director of the Board of Directors of Lennar Corporation.
Good morning. I'm Armando Olivera, Lead Director of the Board of Directors, and I'll be presiding at this virtual meeting. I now call the meeting to order. I would like to introduce the other members of the board at today's meeting: Stuart Miller, Executive Chairman and Co-Chief Executive Officer of Lennar Corporation, whom you've just met; Amy Banse , Venture Partner with Mosaic and former Executive Vice President of Comcast Corporation; Tig Gilliam, Chief Executive Officer of NES Fircroft; Sherrill Hudson, former Chairman and Chief Executive Officer of TECO Energy; Jon Jaffe, Co-Chief Executive Officer and President of Lennar Corporation; Teri McClure, former Chief Human Resources Officer and Senior Vice President, Labor of UPS; Dacona Smith, former Executive Vice President and Chief Operations Officer of Walmart U.S.
Stores; Jeffrey Sonnenfeld, the Senior Associate Dean for Executive Programs and the Lester Crown Professor in the Practice of Management for the Yale School of Management; and Serena Wolfe, Chief Financial Officer of Annaly Capital Management. I would now like to introduce the officers of the company at today's meeting: Diane Bessette, Vice President and Chief Financial Officer; Mark Sustana, Vice President, General Counsel and Secretary; David Collins, Vice President and Controller. Also in attendance is Todd Freyman of Deloitte & Touche LLP, the independent registered public accounting firm for Lennar Corporation. Peter Descovich of Broadridge, who is with us today, will serve as Inspector of Elections. We will conduct the business portion of our meeting first and answer questions at the end of the meeting. Validated stockholders may ask questions in the designated field on the web portal. Please limit yourself to one question.
Though we may not be able to answer every question, we will try to provide a response to as many as possible in the time we have. If a question was not otherwise answered, such matters may be raised separately after the annual meeting by contacting Investor Relations, as set forth in the Investor Relations section of the company's website. Please note that this meeting is being recorded. However, no one attending is permitted to use any audio recording device. The Board of Directors fixed February 12, 2025, as the record date for determining shareholders entitled to vote at this meeting.
An affidavit has been delivered attesting to the fact that the notice of this meeting, the proxy statement, and the form of proxy were mailed on February 28, 2025, to all holders of record of the company's Class A and Class B common stock as of the close of business on February 12, 2025. Each of the company and the Inspector of Elections has a certified list of the holders of record of the Class A and Class B common stock of the company as of the close of business on February 12, 2025. We have been informed by Mr. Descovich that the necessary quorum is present in person or by proxy and have been presented a certificate evidencing that fact. Now, the matters to be voted upon will be presented.
Please note that we will give stockholders an opportunity to comment on the proposals themselves after all the proposals have been presented. The matters to be voted upon are described in detail in our proxy statement. While they are being presented to be voted upon and stockholders are given the opportunity to comment on the proposals, the polls will be open so that any stockholders who are voting in person online will be able to vote. I will now ask Mr. Sonnenfeld, the Chair of our Nominating and Corporate Governance Committee, to present the first proposal regarding the election of directors.
As set forth in the proxy statement, the Board of Directors, in accordance with the recommendation of the Nominating and Corporate Governance Committee, has designated Amy Bennett, Peg Gilliam, Sherrill Hudson, John Jaffe, Terry McLaurin, Stuart Miller, Armando Olivero, Dakota Smith, Serena Wolfe, and myself as nominees for director, each to serve terms that will expire at the company's 2026 Annual Meeting of Stockholders. Information concerning principal occupations of each of the nominees for director, as well as their service to the company and other matters regarding them, are contained in the proxy statement.
Thank you, Mr. Sonnenfeld. I will now ask Ms. Terry McLaurin, who's Chair of our Compensation Committee, to present the second proposal regarding the approval on an advisory basis of the compensation of the company's named executive officers.
As set forth in the proxy statement, the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 requires that the stockholders have an advisory vote on executive compensation at least once every three years. Lennar holds an advisory vote on executive compensation every year. The advisory vote is not binding on the company. However, if the vote indicates a stockholder concern, the board and the Compensation Committee would consider that in setting executive compensation for next year.
Thank you, Ms. McLaurin. I will now ask Mr. Hudson, who is Chair of our Audit Committee, to present the third proposal regarding the ratification of Deloitte & Touche as the company's independent registered public accounting firm.
As set forth in the proxy statement, the Audit Committee has selected Deloitte & Touche as the company's independent registered public accounting firm for the fiscal year ending November 30, 2025, and has decided to ask the company shareholders to ratify that selection.
As the next matter of business, the company received a stockholder proposal from John Chevedden on an independent board chairman. Mr. Chevedden or his representative, please present this proposal.
Hello, this is John Chevedden. Proposal for independent board chairman. Shareholde rs' request that the Board of Directors adopt an enduring policy and amend the governing documents as necessary in order that two separate people hold the office of chairman and the office of the CEO. Selection of the chairman of the board requires the separation of the offices of the chairman of the board and the chief executive officer. Whenever possible, the chairman of the board shall be an independent director. With the current CEO serving as chair, this means giving up a substantial check and balance safeguard that can only occur with an independent board chairman. It is more important for a company to have a strong independent board chairman when a company like Lennar has a large number of shares with 10 votes per share. Mr.
Stuart Miller has an undemocratic 38% voting power at Lennar because his shares have 10 votes each, while most Lennar shares have only one vote each. The 2023 Lennar-Shareholder proposal for an equal one vote per share won 45% support, even with the opposition of Mr. Miller's shares with 10 votes each. Lennar also has a weak role for its lead director. Lennar's lead director has hardly any duties unless the board of directors is headless with no chairman, according to Lennar bylaws. Mr. Armando Olivero, lead director, is age 75 and is potentially distracted by service on two other company boards. Mr. Sherrill Hudson, at age 82, has major responsibilities at Lennar as the Chair of the Lennar Audit Committee. Please vote yes to independent board chairman proposal four.
Thank you, Mr. Chevedden. As the next matter of business, the company received a stockholder proposal from As You Sow requesting disclosure on how the company intends to reduce greenhouse gas emissions. Would a representative of As You Sow please present this proposal?
Thank you. I am presenting proposal number five, which requests the company disclose how it intends to reduce its full value chain emissions in line with interim and long-term science-based climate goals. The homebuilding industry has much at stake in a warming world. Many states are already facing climate-related harm, from water shortages and heat waves to intensifying storms and sea level rise. These challenges are reshaping homeowner needs, regulatory policies, and market expectations. For example, climate-related building regulations are increasing annually. There are over 150 local governance ordinances spanning 12 states that limit fossil fuel use in buildings. This growing patchwork of local regulations highlights the need for a company-wide decarbonization plan.
Investors encourage Lennar to take a proactive approach to climate regulatory compliance to avoid a fragmented reactionary approach to emission reductions, which will leave Lennar constantly adapting to new regulations after they are implemented, increasing compliance costs and operational inefficiencies. Lennar has initiated limited low-carbon strategies and has not disclosed a forward-looking plan with quantifiable actions to mitigate climate-related risks and reduce its full value chain emissions. Meanwhile, its peers have expanded their disclosures and are capitalizing on the advantages of a low-carbon business model, leaving Lennar at a competitive disadvantage. To ensure Lennar responds to real climate-related risks and remains competitive in an industry being redefined by climate change, investors request the board disclose how Lennar plans to address climate-related business impediments and reduce its full value chain greenhouse gas emissions in alignment with interim and long-term science-based climate goals. Thank you.
As the next matter of business, the company received a stockholder proposal from the Comptroller of the State of New York, Thomas DiNapoli, Trustee of the New York State Common Retirement Fund, requesting a report disclosing the company's LGBTQIA+ equity and inclusion efforts in human capital management strategy. Would Mr. DiNapoli, who represents the Comptroller of the State of New York, Trustee of the New York State Common Retirement Fund, please present this proposal?
Thank you and good morning, Chairman Miller, Lead Director Olivero, directors, members of management, stakeholders, and fellow Lennar shareholders. My name is John McCarthy. On behalf of the New York State Comptroller, Thomas DiNapoli, Trustee of the New York State Common Retirement Fund, a long-term owner of Lennar common stock, I am here to introduce proposal six on the proxy requesting a report disclosing the company's LGBTQIA+ equity and inclusion efforts in its human capital management strategy. The U.S. Chamber of Commerce Foundation observed in its report, "Better Business: The Benefits of LGBTQ+ Workplace Inclusion," firms with LGBTQ+ inclusive practices show positive impact on profitability and market valuation. LGBTQ+ employees are more devoted to their jobs and more productive in inclusive workplaces. Morgan Stanley has found that such employee loyalty can indicate the presence of a competitive advantage. It is indisputable that workforce demographics are changing.
There is a growing number of young LGBTQIA+ individuals entering the workforce. Proponents believe that it is in shareholders' best interest for the company to report on LGBTQIA+ inclusion policies, strategies, and metrics. Lennar has long-standing support for inclusive policies and programs. In its 2023 Social Responsibility Report, Lennar's Executive Chairman and Co-CEO, Stuart Miller, stated, "Our associates are our most valuable asset, and we are committed to building an inclusive and diverse workforce that supports each associate's unique journey." The report highlighted Lennar's Everyone's Included mission, noting, "We are focused on attracting, retaining, and developing families that will represent the communities which we serve." Considering the business case for inclusion and the company's stated position with respect to inclusion, we believe that it is in the shareholders' best interest for Lennar to report the requested information.
Proponents request that this information be disclosed to shareholders within six months of today's annual meeting. Thank you.
Any stockholder who would like to make a comment regarding any of the proposals, please submit your comment through the web portal. Any stockholder who wants to vote at the meeting but hasn't yet done so or wishes to change a vote passed by proxy, please do so now through the web portal. Stockholders who have sent in proxies or voted via telephone or internet and who do not want to change their vote do not need to take any further action. Now that everyone has had the opportunity to vote, I declare the polls closed. Mr. Descovich, do we have preliminary board voting results?
We do. The preliminary vote report shows that the nominees for election to the board have been duly elected. The stockholders have approved the compensation of the company's named executive officers. The stockholders have ratified the selection of Deloitte as the company's independent registered public accounting firm. The stockholders have not approved the stockholder proposal regarding an independent board chairman. The stockholders have not approved the stockholder proposal requesting disclosure on how the company intends to reduce greenhouse gas emissions, and the stockholders have not approved the stockholder proposal regarding a report disclosing the company's LGBTQIA+ equity and inclusion efforts in its human capital management strategy.
Thank you. The company will be reporting the final vote results in the form of an 8-K to be filed with the SEC within four business days. There being no further business to come before the meeting, I order the Lennar Corporation 2025 annual meeting of the stockholders adjourned. Now, Stuart Miller, our Executive Chairman and Co-Chief Executive Officer, will give a brief presentation.
Good morning once again, everyone, and thank you all for attending. I would consider this report to be basically an update inasmuch as on June—I'm sorry—March 21st, we delivered our quarterly earnings call and gave a fairly comprehensive overview of the current state of the company, our quarterly earnings, and our strategic programming. In that call, we detailed that gross margins had come down to about 18.7%, our SG&A was about 8.5%, and our net margin at 10.2%. We had adhered very ardently to our strategy of building production, maintaining sales pace together with production pace in order to drive volume and to use our margin as a circuit breaker as market conditions continued to define themselves.
Looking backwards, we noted that since the spike in interest rates approximately a year and a half ago, there had been a fairly consistent diminution in demand that was defined primarily by affordability, and that condition persisted as we came to the end of our first quarter. Therefore, while we had maintained sales and starts and closings for the company, we had seen further deterioration in our margin very much by design. We also noted that our balance sheet remained rock solid. Even as we spun our Millrose spend of our basic land program into a now independent Millrose Property Corporation, we had maintained a very solidly stated balance sheet representing about an 8.9% debt to total capital, which leaves the company in a very solidly positioned condition to weather whatever financial conditions might come our way. Some might call our company under-levered.
We view our condition as comfortably levered as we continue to focus on generating strong cash flows by using our focus on production pace, matching sales pace, and generating cash flow. As I noted, we spun off our Millrose Property Corporation on February 7th, immediately before, about a month before our quarter end. You will hear from the Millrose management team as they start to report their earnings on a quarterly basis. We continue to have a vibrant working relationship with that now independent company. We also reported that we had simultaneously built or combined with or acquired a very strong participant in the homebuilding world called Rausch Coleman.
That acquisition, using the new land relationship with Millrose, enabled us to buy the base operations of the company, with Millrose purchasing the land and enabling the company to see increased returns on capital from the purchase of that acquisition. We remain enthusiastically focused on the strategy that we articulated at the end of our first quarter. Even as we have seen market conditions change with the advent of tariffs and a new and evolving economic environment, we are regarding carefully changes in the economic environment and recalibrating as necessary. As of now, we do not have an update on that inasmuch as new conditions are early stage, and we will see how the economic environment changes. To date, we have not seen those changes affect our business. We expect and fully expect that we will adhere to our strategy until it is no longer tenable to do so.
I would articulate once again that our strategy as a company is to simplify, is to position our company as a land-like, asset-like manufacturing model that takes down just-in-time fully developed home sites, building a more efficient Lennar for the future that is positioned to migrate through varying economic conditions, using our margin as an opportunity to maintain production levels and maintain sales levels so that we are cash flow-focused and ever-minded on building efficiencies in our company to maintain the strongest margin possible. In many ways, this is a restatement of what has already been set forth in our recently articulated earnings statement. Because of its proximate nature, I do not really need to go through the detail. In the current evolving economic system, you can expect that the management team is focused day by day and week by week on any recalibrations that are necessary.
As of today, we continue to be executing the strategy that we articulated back at the last earnings call and expect to be able to do that as we go forward. Thank you all for joining, and I'm going to turn it back to Mr. Olivera today at this point.
Any questions? Are we now opening to questions?
Yes.
Okay. We are now opening up to any questions from some of our shareholders.
Hearing none. No, they would not be heard. They have been submitted.
No, they have been submitted.
Okay. Any questions? My apologies.
Okay. Number one.
It was not submitted by that person.
Okay. We'll eliminate question one. Question two, what did Lennar do to stock up on building materials in anticipation of massive tariffs? Thank you for that question. It has been and continues to be our policy not to try to stockpile materials either in anticipation or trying to guess market conditions. We basically take the market pricing of materials in quarterly sequence to the way that we produce. We have found historically that if we try to anticipate what might or might not come down, whether it's through tariffs or other economic circumstances, we find that just as many times we're overstocking at the wrong price to the high side as we do to the low side. Therefore, just like with land, with our materials, we are a just-in-time taker. At some points, this might seem that we've missed an opportunity. At other points, we think not.
The current situation relative to tariffs is a good example. Many had thought that the tariffs would affect the cost of lumber rather dramatically. In actual fact, Canadian lumber has been to date withheld from the effect of tariffs. The guessing as to what will or will not happen continues to be a difficult program to engage. Therefore, we continue to adhere to our program as taking whether it is land, whether it is materials, whether it is interest rates on a just-in-time basis. The next question is, what are some of the most effective incentives that Lennar uses to sell homes? As we have noted—thank you for that question as well—as we have noted a number of times that we are using a variety of incentives to bring affordability to the demand that is out in the marketplace.
We recognize that there's a shortage of housing across America, and there is a great difficulty in the demand for housing being able to activate because interest rates have spiked going back about a year and a half, and that spike in interest rates has really affected the affordability of housing in a quite meaningful way. We have used a variety of incentives to try to enable our customers to access their aspirations and need for housing. The most effective tariffs have proven to be, first and foremost, the use of interest rate buy-downs. Those interest rate buy-downs are the most directly impactful in taking a higher interest rate and bringing it to a lower level so that customers can activate and afford the home that they build. Those incentives vary depending on the day-to-day movement of interest rates.
They become quite costly if interest rates spike up and we seek to bring in the customer at a stated lower interest rate, and they become less costly as interest rates might migrate down. Additionally, we use incentives in and around closing costs to try to offset the initial hurdle or cost of accessing home ownership. Those incentives also tend to be attractive in actually attracting customers to be able to afford the home that they're trying to access. Those are the most impactful incentives, and I thank you for your questions. Okay. We have one more online question. Why did you elect to spin off Millrose as a taxable event? Thank you for the question. Millrose was spun as a taxable program for a variety of legal reasons. Number one, it was spun as a REIT.
As a REIT, Millrose could not be spun off on a non-taxable basis. Additionally, the company would have had to satisfy a number of programs or situations to be able to be considered a tax-free spin. Some of those include being a business or operation in place for five years or more. Is that right, Mr. Sustana?
That's correct. Yes.
Yeah. Therefore, Millrose was not an operating platform in the nature of the tax-free spin rules and therefore would not have qualified as a taxable spin even if it had not been a REIT program. Millrose, as currently configured, was optimized to be the best version of the operating platform that would be durable. What we liked about the spin as we've configured it is we have spun a dollar figure of land assets to our shareholders who will receive an additional dividend from the spun assets while, as shareholders, supporting the core mission of the primary invested company, Lennar, in our endeavor to be a leaner and better configured homebuilding operation for the future of Lennar using the Millrose platform as an opportunity to advance our land-like model.
We believe, and the board has carefully considered this, we believe that the configuration of Millrose and the spin of Millrose continues to be a best business execution for the future of Lennar and for the ongoing viability of Millrose as a long-term permanent capital provider of land, just-in-time home sites back to Lennar, and will fortify our execution model going forward. Thank you for that question.
This concludes the Q&A portion of our meeting.
Unless me? Okay. Let me just say, and finally, yes. I'd like to take a quick minute, if I could, to thank Sidney Lapidus, who with this meeting is retiring from our board of directors, the board of directors of Lennar Corporation, effective at the conclusion of this meeting. I'd like to thank him for his many years of dedicated service on our board. Mr. Lapidus is a retired partner of Warburg Pincus LLC, a private equity investment firm where he was employed from 1967 until retirement in 2007. He joined our board in 1997 in connection with the company's acquisition of Pacific Greystone Corporation and served as the company's lead director from 2005 to April 10th, 2024. Mr.
Lapidus's extensive knowledge of business enterprises, including homebuilding companies and corporate governance, he gained as a partner at Warburg Pincus and as a director of a number of publicly and privately owned companies, as well as his leadership experience and wisdom, both in position of lead director and as a director of the company, have been invaluable to the board and to the company. On behalf of the company and the full board of directors, I'd like to thank Sid, Mr. Lapidus, for his years of distinguished service, leadership, and dedication to the company, and he will be missed. I want to thank everybody for joining us and for attending Lennar Corporation's 2025 annual meeting of stockholders. Thank you and have a good day.
The meeting has now concluded. Thank you for joining. You may now disconnect.