Corporate Governance Stockholder
Engagement
Stockholder Engagement
We regularly engage with our stockholders about our business and operations. During fiscal 2020, we spoke with stockholders representing
approximately 2/3 of our outstanding shares about issues of importance to them, including our executive compensation practices and our corporate governance policies.
Corporate Governance Documents
Our Corporate Governance Guidelines describe our practices and policies and provide a framework for our Board governance. The topics addressed in our Corporate
Governance Guidelines include director qualifications, director responsibilities, management succession, director compensation, and independence standards.
Our Code of Business Ethics and Conduct, which is applicable to all our directors, officers, and associates, promotes our commitment to high standards for ethical
business practices. The Code addresses a number of issues, including conflicts of interest, corporate opportunities, fair dealing, confidential information, and insider trading, and confirms our intention to conduct our business with the highest
level of integrity. It states that our reputation for integrity is one of our most valuable assets, and that each director, officer, and associate is expected to contribute to the care and preservation of that asset.
Our Corporate Governance Guidelines and our Code of Business Ethics and Conduct are both available on our website, www.lennar.com, in the Investor
RelationsGovernance section.
Meetings
Our Board normally meets quarterly, but holds additional meetings as required. In connection with each of our regularly-scheduled Board meetings, our independent
directors meet in executive session without our non-independent directors and management.
Our Corporate Governance
Guidelines require every director to attend substantially all meetings of the Board and of the committees on which they serve. During fiscal 2020, the Board met six times. Each director attended at least 75% of the total number of Board meetings and
applicable committee meetings held while that director was serving on our Board. We encourage directors and nominees for election as directors to attend the annual meeting of stockholders. All members of our Board who were serving at the time of the
2020 annual meeting of stockholders attended the virtual meeting.
Communication with the Board of
Directors
Stockholders and other interested parties may communicate with our Board, a committee of the Board, the independent directors as a group, or
any individual director by sending an e-mail to feedback@lennar.com. These communications will automatically be submitted to our Lead Director, who will distribute them as appropriate.
In addition, anyone who wishes to communicate with our Board, a committee of the Board, the independent directors as a group, or any individual director, may send
correspondence to the Office of the General Counsel at Lennar Corporation, 700 Northwest 107th Avenue, Miami, Florida 33172. The General Counsel will compile and submit on a periodic basis all stockholder correspondence as addressed. Items that are
unrelated to the duties and responsibilities of the Board, such as business solicitation or advertisements, junk mail or mass mailings, resumes or other job-related inquiries, and spam, will not be forwarded.
Certain Relationships and Related Transactions
All related person transactions (as defined by SEC rules) must be approved by our Audit Committee. Directors must recuse themselves from any discussion
or decision affecting their personal, business, or professional interests.
Current SEC rules require disclosure of any transaction, arrangement, or
relationship in which (i) Lennar or one of its subsidiaries is a participant, (ii) the amount involved exceeds $120,000, and (iii) any executive officer, director, director nominee, beneficial owner of more than 5% of Lennars
common stock, or any immediate family member of any such person, has or will have a direct or indirect material interest. Except as described below, since December 1, 2019, we have not had any such transactions, arrangements, or relationships.
In February 2015, Mr. Miller, our Executive Chairman, entered into a Time-Sharing Agreement with one of our subsidiaries that provides that
Mr. Miller can sub-lease aircraft leased by that subsidiary for non-business or personal business purposes. Under the Time-Sharing Agreement, Mr. Miller pays
the subsidiary, out of a prepayment fund established under the terms of the agreement, the aggregate incremental cost of each flight based on a list of expenses authorized by federal regulations. The subsidiary retains sole discretion to determine
what flights Mr. Miller may schedule, and the Time-Sharing Agreement specifically provides that Lennars prior planned use of the aircraft takes precedence over Mr. Millers use. Mr. Miller paid our subsidiary $156,000
(calculated in accordance with Federal Aviation Administration regulations) for his personal use of the aircraft during fiscal 2020.
12 | LENNAR CORPORATION 2021 PROXY STATEMENT