Good morning, and welcome to the Lennar Corporation 2026 Annual Meeting of Stockholders. I am Stuart Miller, Executive Chairman and Chief Executive Officer of Lennar Corporation. It is my pleasure to welcome you to today's virtual meeting. I now call the meeting to order. I will act as Chair of the meeting, and Katherine Lee Martin, the company's Chief Legal Officer and Corporate Secretary, will act as Secretary of the meeting. Now, allow me to introduce Armando Oliveira, Lead Director of the Board of Directors of Lennar Corporation.
Thank you, Stuart, and good morning. Joining Stuart and me today are fellow board members Amy Banse, Kate Gilliam, Cheryl Hudson, Teri McClure, Dacona Smith, Jeffrey Sonnenfeld, and Serena Wolfe. Also in attendance is Todd Friedman of Deloitte & Touche, LLP, the independent registered public accounting firm for Lennar Corporation. Peter Descovich of Broadridge is also with us today. He will serve as Inspector of Elections. At this time, I have a few brief procedural items to address. First, the meeting's agenda and the rules of procedure are available through the web portal. Second, if you have not yet voted, you may do so through the web portal. Third, stockholders may ask questions in the designated field on the web portal. Please limit yourself to one question.
If a question pertinent to the meeting matters was not otherwise answered, we will publish responses in writing on the web portal within 10 days of today's meeting. Now, I would like to turn the meeting over to Katherine.
Thank you, Armando, and good morning. The Board of Directors fixed February 11th, 2026, as the record date for determining stockholders 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 26th, 2026, to all holders of record of the company's Class A and Class B common stock as of the close of business on February 11th, 2026. 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 11th, 2026. 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.
Please note that this meeting is being recorded. However, no one attending is permitted to use any audio recording device.
Thank you, Katherine. The first item of business is the election of directors at today's meeting. As set forth in the proxy statement, the Board of Directors, in accordance with the recommendation of the Nominating & Corporate Governance Committee, has designated Amy Banse, Kate Gilliam, Cheryl Hudson, Teri McClure, Stuart Miller, Dacona Smith, Jeffrey Sonnenfeld, Serena Wolfe, and myself as nominees for director, each to serve terms that will expire at the company's 2027 Annual Meeting of Stockholders. Information concerning the principal occupations of each of the nominees for director, as well as their service to the company and other matters regarding them, is contained in the proxy statement. As indicated in the proxy statement, the Board of Directors recommends that stockholders reelect each of the nominees. The second item of business is the approval, on an advisory basis, of the compensation of the company's named executive officers.
Information related to this advisory vote and its effect are detailed in the proxy statement. As indicated in the proxy statement, the Board of Directors recommends that stockholders vote in favor of this proposal. The third item of business is the ratification of the appointment of Deloitte & Touche as the company's independent registered public accounting firm for the fiscal year ending November 30th, 2026. The Board of Directors recommends that stockholders vote in favor of this proposal. As I mentioned earlier, representatives from Deloitte & Touche are attending today's meeting and are available to answer appropriate questions. The fourth item of business is a stockholder proposal received from John Chevedden on equal voting rights for each share. Would Mr. Chevedden or his representative please present this proposal?
Hello, this is John Chevedden. Proposal four, equal voting rights for each share. Charles requested the board of directors take the steps necessary to enable all of our company's outstanding stock to have an equal one vote per share. This would encompass all steps, including encouragement and negotiation with current and future shareholders who have more than one vote per share to request that they relinquish for the common good of all shareholders, any preexisting rights, if necessary. This proposal topic won 45% support at the 2023 Lennar Annual Shareholder Meeting. This 45% support likely represented greater than 60% support from the non-insiders Lennar shares. With one vote per share, Lennar's current problems might not be so severe. Lennar stock dropped sharply following weak first-quarter earnings, with revenue and deliveries missing expectations.
Lennar's focus on maintaining high sales volume through incentives and price cuts has resulted in reduced margins, a significant rise in completed unsold homes, leading to price cuts and reduced profitability. Dual-class stock tends to create an inferior class of shareholders and hand over power to a select few, who are then allowed to pass the financial risk on to others. With few constraints placed upon them, managers holding super class stock can spin out of control. Families and senior managers can entrench themselves into the operations of the company, regardless of their abilities and performance. Dual-class structures may allow management to make bad decisions with few consequences. Hollinger International was a sad example of the negative effects of dual-class shares. Former CEO Conrad Black controlled 73% of the voting power with only 30% of the equity.
He ran the company as if he were the sole owner, exacting management fees, consulting payments, and personal dividends. Hollinger's board of directors was filled with Black friends who were unlikely to forcefully oppose his authority. Non-family Hollinger shareholders had almost no power to have any influence in terms of executive pay, acquisitions, board compositions, or poison pills. Hollinger's financial and share performance suffered under Black's control. The Council of Institutional Investors recommends a seven-year phase-out of dual class shares. The International Corporate Governance Network supports the council's recommendation to require a time-based sunset clause for dual class shares to revert to a traditional one share, one vote structure in no more than seven years. Please vote yes, equal voting rights for each share, proposal four, and the related proposal five, which comes next. Thank you.
As indicated in the proxy statement, the board of directors recommends that stockholders vote against this proposal. The fifth and last item of business is a stockholder proposal received from the Treasurer of the State of Illinois and trustee of the Bright Directions College Savings Trust on disclosure of voting results by share class. Would a representative of the Treasurer of the State of Illinois please present this proposal?
Good afternoon, members of the board and fellow Lennar shareholders. My name is Karen Kerschke. I work for the Office of the Illinois State Treasurer, which serves as a trustee of the Bright Directions College Savings Trust. I'm presenting proposal number five, a proposal that asks the company to disaggregate voting results by share class. This proposal represents a simple and reasonable call for enhanced transparency, which we believe will serve the shared financial interests of the company and shareholders. Providing this disaggregated vote result does not alter the company's capital structure, voting rights, or governance framework. Rather, proposal number five simply asks to disclose vote tallies by share class. There's growing recognition among investment professionals and corporate governance experts that dual class companies should provide this level of transparency. Such disclosure is warranted because Lennar maintains a dual class stock structure with unequal voting rights.
Class A common stock carries one vote per share, while Class B common stock carries 10 votes per share. Based on information disclosed in the 2025 proxy statement, Co-CEO and Executive Chairman Stuart Miller beneficially owns approximately 69% of the outstanding Class B shares. Due to the 10 - 1 voting ratio, Mr. Miller controls approximately 39% of voting power, despite the ability to vote on behalf of only 9% of the company's total economic ownership. This imbalance between economic ownership and voting power underscores the importance of ensuring that all shareholders receive clear information on how each class voted on fundamental governance matters. Class level reporting would enable investors to clearly understand, without guesswork, how holders of different share classes vote on critical company decisions, including board elections, executive compensation, and shareholder proposals.
This proposal is especially important as there appears to be persistent misalignment between Class A and Class B shareholders on key governance matters. Based on our analysis of votes from the company's 2023, 2024, and 2025 annual meetings, there were multiple shareholder proposals that received majority support among Class A shareholders, including proposals to phase out the dual-class stock structure and establish an independent board chair. Yet these proposals failed overall, illustrating how the concentrating voting power of Class B shares can outweigh broader investor support, and why class-level disclosure is essential for accurately capturing shareholder sentiments. We are not aware of any technical or operational barriers that would prevent Lennar from disaggregating vote totals by share class. Other issuers provide this information, and the proposal does not request implementation until after the 2027 annual meeting. For these reasons, we urge you to vote for proposal number five.
Thank you for your time and attention.
As indicated in the proxy statement, the board of directors recommends that stockholders vote against this proposal.
I will now open the poll so that any stockholder who wants to vote at the meeting but hasn't yet done so, or wishes to change a vote cast by proxy, please do so now through the web portal. Stockholders who have sent in proxies or voted via telephone or Internet and do not want to change their vote, do not need to take any further action. Now that everyone has had an opportunity to vote, I declare the polls closed. The Inspector of Elections has provided preliminary results of the voting. Katherine, would you please read those results?
We have been informed by the Inspector of Elections that the preliminary vote report shows that, one, the nominees for election to the board have been duly elected. Two, the stockholders have approved the advisory vote on the compensation of the company's named executive officers. Three, the stockholders have ratified the appointment of Deloitte & Touche as the company's independent registered public accounting firm for the fiscal year ending November 30, 2026. Four, the stockholders have not approved the stockholder proposal regarding equal voting rights for each share. Five, the stockholders have not approved the stockholder proposal on disclosure of voting results by share class. Details of the final vote count will be made available through the filing of a Form 8-K with the U.S. SEC within four business days of this meeting.
Thank you, Katherine. There being no further business to come before this meeting, I order the Lennar Corporation 2026 Annual Meeting of Shareholders adjourned. I will now give a brief presentation. I'm always pleased to talk to our shareholders as we convene for our annual meeting. Of course, it was just a couple of weeks ago that we had our first quarter earnings call, and the content of that call was fairly robust and pretty complete as to the state of the company, both looking backwards and looking strategically as we go forward. Let me give a brief recap of some of those important points so that we can kind of update, although there really isn't much of an update. Let me start with the macroeconomic environment. I detailed in our earnings call that the current environment is a difficult one for home building.
It's an environment that is defined by a shortage that has been chronic within the industry relative to housing, and a demand quotient that is rather strong but not actionable. It is not actionable because of affordability concerns. Looking backwards to 2022, as inflation spiked, shortly thereafter, interest rates spiked. Basically doubling the monthly cost of housing to those that would purchase a home from that point going forward. This has led to an affordability gap that has made it more difficult for those who want a home to actually be able to afford a home. In response to this change, of course, Lennar embarked on a program that we think of as Volume First. We focused on maintaining volume, using our margin as a shock absorber.
We incentivized the buying public, the demand, to be able to activate a level of affordability based on our willingness to reduce our margin, to grant incentives, and to adjust pricing as appropriate. It is a strategy that we felt would hold the company in best stead as we execute our core strategies going forward. Of course, since our earnings call, the one significant change that has taken place in the macro environment is the continuation of the turmoil in the Middle East. That continuation continues to build somewhat of an overhang on interest rates, questions about inflation now and into the future, and questions, too, about how the housing market will continue to adapt and ultimately respond to changes in the macro environment. We will all have to wait and see exactly what those effects are.
I don't have an update for how the market has acted since that time, but I will say that the market has not shown an extreme level of volatility, and we continue to navigate the waters as well as we possibly can. Against that macro backdrop, let me briefly review our strategic orientation as we think about our company, the results that we have seen, and the results that we see going forward. Our company has basically been focused on three broad strategic areas. Area number one has been, over the past five years, a financial transformation and a transition from an asset-heavier model where land is on our books, to an asset-light, land-light model, where we have used a land banking orientation together with developer just-in-time delivery systems to create an asset-lighter program for our company as we build forward.
We believe that this configuration has a number of benefits to the company, but primarily reducing our asset base will help us in the future adapt to higher returns on capital and returns on equity, and we believe that this is a greater good. Additionally, by separating land and home building in separate buckets of balance sheet, we feel we become more of a pure-play, focused manufacturing model, home building machine. That home building focus for the core Lennar business enables us to be the best version of ourselves in driving efficiencies and effectiveness, not just in the deployment of capital, but also in the actual operations of the business.
Item one is that financial transition, that for all intents and purposes, has been completed and effectuated as 95% of our land is now off book and properly positioned in places where it can provide our company with the just-in-time delivery of homesites. Item number two has been a broad-ranging focus on new technologies that help us define Lennar as a home builder built for the future. Now, that comes with some difficulty because as a 71-year-old company, we can't just build new technology. We have to go back and reformulate some of the foundation elements of technology that have defined our past and on which we have built 71 years of success. Over these past couple of years, we've been doing exactly that, building success on a foundation of technologies of that time.
Transitioning to a new technology backbone structure has been expensive, it has been time-consuming, and it's come with some false starts along the way. With that said, we have made meaningful progress in building the backbone structures to enable new technologies to permeate our business and make us a better company. We are focused every day on exactly that. That is a core second strategic focus of our company over these past years. I do want to say parenthetically, that the migration to modern technology backbone structure and modern technologies incorporated into business is expensive, it is time-consuming, but we feel that we've hit somewhat of a point of inflection where the investments that we've made are now starting to enable us to alleviate some of the overhead pressures that we have on the business. The third strategic element that I would highlight is our volume-first approach.
Over the past three and a half years, we have focused on volume and maintaining and actually building volume in our business, sometimes to the detriment of our margin. As the market has adjusted to higher interest rates, higher for longer, and probably a new normal, we have maintained and actually increased volume in order to use that volume to help us build efficiencies in the way that we operate our business. Our starting thought process back at the end of 2022 was that the market was not going to snap back to yesterday's 3% mortgage rates. Instead, that the higher interest rates would be with us for longer, and we would have to learn how to build efficiencies and cost structures that would enable us to be an affordable provider of housing for those who desperately need to be able to find a home that they can afford.
In retrospect, this strategy has worked extremely well for the company. All the while the macroeconomy reshaped itself, we were already transitioning our financial structure and already transitioning our technology structures, which meant that we would now have wind in our face rather than wind in our back from the macroeconomy. The volume strategy has really enabled us, with a manufacturing-focused approach, to build strategic efficiencies within our business. Look at the facts. Over the past couple of years, while the market has been putting upward pressure on cost and labor, or manufacturing costs and labor in particular, we have been able to bring down our cost per sq ft of construction by about 12% over the last couple of years. We're really proud of the ability to use the volume-based approach to be able to really reconstruct the way that we're addressing the market.
Additionally, we've been able to bring down our cycle time. That is the number of days that it takes us from start to finish of every home that we build. If you look at averages across our company, just over the past year, our cycle time has gone down from 138 days - 122 days. That's marked improvement, and that improvement drives us to a 2.5 times inventory turn, which compares just a few years ago to a 0.9 inventory turn. We never thought that we'd be at this point. The progress has been palpable. From the financial transition to our technology transition to the efficiencies embedded in being a manufacturing-focused company, we are becoming a more focused and efficient modeled business that is designed for home building for the future.
Let me just say, this has been a very productive year for your company, for our company. We are today a land-light, asset-light-focused business. I'll say parenthetically, we still have adjustments to make to that side of the business, and we think there's more efficiency and effectiveness in how we build forward. Number two, we are technology-focused. I'm not going to say that we're an AI business today, because I'm not looking for the market to respond to that. What I am going to say is that we are foundationally prepared to modernize our business and to execute like never before due to our technology-focused approach. Number three, using Volume first. That volume has enabled us to really focus on the efficiencies that are going to define our business as we go forward.
As a fourth item, I would note that our overhead level has grown over the past years, and it has grown substantially. We are today at that inflection point where we can re-rationalize our overhead, given the successes of the other programs, and we're going to start to see that overhead normalize and come down as we go forward. Finally, let me note that all of this is in the context of a balance sheet that is rock solid, positioned for the future, giving us flexibility, giving us the ability to run the business, to be more efficient, and to grow as we see opportunity in our future. That's the story of your company today, and we look forward to, if you have any questions, sharing those questions with us. Now, we'd like to open things up for stockholder questions.
If you did not submit a question ahead of today's meeting, and if you wish to do so, please submit any questions through the web portal at this time. Please note that only questions that are germane to the meeting will be addressed. Okay. Let's start in. We do have a few questions, and I want to thank anybody who did submit a question. We appreciate your engagement. First question is. It's just not my favorite question. How many of our directors are over 80 years old? And I think we only have one. I would classify him as particularly spry. Okay. That's the answer to that question. Question number two is. Hold on one second. Is there anything new in the way of incentives to attract home buyers? The answer to that question is, I would say, no.
That the incentive programs that have been used over the past couple of years, whether it's interest rate buydowns or whether it's paying closing costs, or adjustments to sales prices, it's still the same buckets of incentives. It's all a question of in what proportion we apply those incentives. The things that are changing are happening at the division-by-division level, where every day, the right level of incentives is basically being recalculated based on our dynamic pricing model, and making sure that we are meeting the demand levels at affordability while not giving away too much and protecting margin. That's a unique balance that happens at the field level, division level across the company. When you look at our incentives as a company, it is a combination of all the divisions acting quite independently.
Next question, and along the same lines is, can you give examples of new technologies? I was very careful to daylight that we are not talking about AI solutions today. We're talking about technology solutions. We are basically infusing new technologies across almost every element of our business. Can I give examples? I just spoke of one, and that is our Dynamic pricing model. Our Dynamic pricing model is getting more and more sophisticated.
We learn more and more how to use data sets and data-driven information to make us better informed as to how to both maximize the appeal to a market that's looking for affordability, and at the same time manage our margin. That coordinated approach to pricing is something where we are using advanced technologies and improving those technologies on a regular basis. We're using new technologies in everything from our marketing efforts at creating our impressions and appeal to the market to encourage people to look at and explore Lennar first and foremost, building our brand, all the way through to how we interact with participants or customers that are coming to us. They meet us at our website. We're constantly improving the customer experience, starting with our website interactions and all the way through to the purchase process and after-purchase engagement with our customers.
We're using new technologies to work with our supply chain and work with how we engage our trade partners and educate ourselves so that we're better negotiators on behalf of bringing our costs down and being able to meet affordability, where demand places it. It really is an infusion of modernized technologies all the way through every element of our business. Let's see, next question. How does Lennar balance the volume of supply with quality and ensure respect for customers' health and safety? What safeguards are in place to prevent potential incidents? This is an important question that permeates our company. It's not just about safety and health questions relative to our customers, but also relative to the people that work on Lennar sites. We're very safety-first focused as it relates to our trade partners.
Very observant, carefully observant of all of the best practices and rules that are put out by the government that help ensure safety. Every one of our trade partners and our construction managers are held to very high standards of execution as we build our homes. In terms of the way that we build quality into those homes, we go through a number of checks and rechecks at each stage of development of the homes that we build. It doesn't mean we catch it all. It does mean that we spend an awful lot of time, energy, and focus on making sure that we're reducing incidents of quality lapses to the extent possible, constantly learning from mistakes along the way and getting better every day. We focus on a zero-defect delivery for each home that we build. Sometimes we let ourselves down.
By and large, we are doing better and better at making sure that every home is built with excellence and a focus on quality. Of course, if there's a letdown, we are always there for our customer, making sure that we're coming back and we're taking care of any of the incidental misses that we have along the way. Let's see. There have been a couple of questions that circle around the fundamental question of stock buybacks. I want to lump them together, not to disrespect in any way the nuance of the questions, but more to say that in terms of stock buybacks, we're asked that question quite frequently, sometimes on our earnings call, sometimes off, and the answer is always the same.
Our stock buyback program is one that we don't tell in advance what we're going to do or how we're going to do it. It is a matter of strategy that is acted on a quarterly basis, looking at both cash flows, balance sheet considerations, opportunity, purchase opportunity, and making sure that we're positioned with the right cash position for the future of the business. That balance is focused on regularly at the management level. We do view the stock buyback opportunity as a critical and important part of how we deploy capital going forward. Of course, as we've migrated to more of an asset-light program, the opportunity to have the capital and deploy the capital into stock buybacks is one that we think is very important and a very important consideration for the company as we go forward.
I think that you will continue to see that as an important strategic focus of our company as we go forward. Do we have an additional one? No. Okay. Well, thank you for that. I think that I'm being instructed that since we have no additional questions, I want to thank everybody for joining us for our 2025, no 2026 Annual Meeting. Sorry about that. 2026 Annual Meeting, and look forward to keeping you apprised of the progress of your company as we go forward. Thank you.
The meeting has now concluded. Thank you for joining, and have a pleasant day.