Taylor Morrison Home Corporation Common Stock 2026 Earnings Call
Key Takeaways
- The special meeting of Taylor Morrison Home Corporation stockholders was held on June 22, 2026, with 91,999,956 shares outstanding and entitled to vote.
- A majority of the voting power was present or represented by proxy, establishing a quorum for the meeting.
- Stockholders voted to approve the Agreement and Plan of Merger dated May 31, 2026, involving Taylor Morrison Home Corporation, Berkshire Hathaway, Inc., and W XYZ Merger Sub Inc.
- The merger will result in Taylor Morrison Home Corporation becoming a wholly owned subsidiary of Berkshire Hathaway Inc.
- The advisory vote on executive compensation related to the merger was also approved by a majority of shares present or represented by proxy.
- The Board of Directors unanimously recommended voting in favor of both the merger and the advisory compensation proposal.
Ladies and gentlemen, thank you for standing by, and welcome to the Taylor Morrison Home Corporation special meeting. I will now turn the conference over to Sheryl Palmer.
Good morning, ladies and gentlemen. I am Sheryl Palmer, CEO and Chairman of the board of Taylor Morrison Home Corporation. Thank you for joining us today for our 2026 special meeting of stockholders. It is now 8:00 A.M. Pacific Time, in accordance with our bylaws, this meeting is officially called to order. The polls are now open, and you may vote your shares online at any time during this meeting prior to the closing of the polls. We will conduct today's meeting in accordance with the meeting agenda and rules of conduct posted to the meeting website. As is our custom, we will conduct the business portion of the meeting first. Following the presentation of the proposals, you will be provided with an opportunity to ask questions with respect to the proposals. Throughout the meeting, stockholders may submit questions at any time via the web portal.
Out of consideration for others, we ask that you please limit yourself to one question. Though we may not be able to answer every question, we will do our best to provide a response to as many as possible. Before proceeding, I would like to introduce my fellow directors who are here with us today. We are joined by Peter Lane, Anne Mariucci, Heather Ostis, Andrea Owen, Denise Warren, Amanda Whalen, and Christopher Yip. We are also joined today by Curt VanHyfte, Chief Financial Officer of the company. Now it is my pleasure to introduce Todd Merrill, our Chief Legal Officer and Secretary, who will act as Secretary and Inspector of Election of the meeting.
Thank you, Sheryl. The board of directors fixed June 22nd, 2026 as the record date for determining stockholders entitled to vote at this meeting. An affidavit has been delivered to us attesting to the fact that our proxy materials were mailed beginning on June 23rd, 2026 to all stockholders as of the record date. As of the record date, there were 91,999,956 shares of our common stock outstanding and entitled to vote at this meeting. We have been informed by Broadridge, our mailing and tabulation agent, that a majority of the voting power of our outstanding common stock entitled to vote at the meeting is present in person or represented by proxy at this meeting.
Thank you, Todd. I will present the matters to be voted upon. Please note that we will give stockholders an opportunity to ask questions about the proposals after all proposals have been presented. At this meeting, our stockholders will be asked first to adopt the agreement and plan of merger, dated as of May 31st, 2026 by and among Taylor Morrison Home Corporation, Berkshire Hathaway Inc., and WXYZ Merger Sub Inc., a wholly-owned subsidiary of Berkshire Hathaway Inc. Pursuant to which, subject to the terms and conditions set forth therein, WXYZ Merger Sub Inc. will be merged with and into Taylor Morrison Home Corporation. The separate corporate existence of WXYZ Merger Sub Inc. will cease, and Taylor Morrison Home Corporation will survive the merger as a wholly-owned subsidiary of Berkshire Hathaway Inc.
The vote required to approve this proposal is the affirmative vote of the holders of a majority of the outstanding shares of common stock entitled to vote as of the close of business on June 22nd, 2026. The board of directors unanimously recommends that the stockholders vote for this merger proposal. The next matter being submitted to stockholders for action is to approve on a non-binding advisory basis the compensation that may be paid or become payable to the named executive officers of Taylor Morrison Home Corporation in connection with the consummation of the merger. The vote required to approve this proposal is the affirmative vote of the holders of the majority of the shares of common stock present or in person or represented by proxy at this special meeting and entitled to vote thereon. The board of directors unanimously recommends that stockholders vote for this advisory compensation proposal.
The final matter being submitted to stockholders for action is the proposal to adjourn this meeting under certain circumstances, but it won't be necessary to consider that proposal today.
At this time, if any stockholder would like to ask a question regarding any of the proposals just discussed, please submit your question through the web portal. When submitting your questions, we ask that you identify the proposal to which it relates.
Because there are no further questions on the proposals and no further businesses to come before this meeting, we will now move on to voting on the proposals. The polls currently remain open. Any stockholder who hasn't yet voted or wishes to change their vote may do so by clicking on the voting button on the web portal and following the instructions provided. Stockholders who have already voted and do not wish 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 for this special meeting closed as of 8:07 A.M. Pacific Time. I would now ask that the inspector of election tally the votes of any stockholders present at the meeting and then report on those results.
Thank you. The holders of a majority of votes cast in respect of the shares of our common stock present in person or by proxy at this meeting and entitled to vote on the matter have voted in favor of the agreement and plan of merger. The holders of a majority of shares of our common stock present in person or by proxy at this meeting and entitled to vote on the matter have voted in favor of the advisory vote on executive compensation.
Thank you, Todd. In light of those results, I'm pleased to declare that the agreement and plan of merger has been approved. The advisory vote on executive compensation has also been approved. Upon final confirmation of the results, I would please ask the secretary to file the certified vote results with the minutes of this meeting. Additionally, we will be reporting the final vote results in a Form 8-K to be filed within four business days. That concludes the business for this meeting. The meeting is now adjourned. I would like to once again thank you for attending.
Ladies and gentlemen, this concludes today's special meeting.
