LENNAR CORPORATION | Vote on a stockholder proposal on an Independent Board Chairman at LENNAR CORPORATION

Status
Filed
AGM date
Previous AGM date
Proposal number
4
Resolution details
Company ticker
LEN
Lead filer
Individual
Resolution ask
Adopt or amend a policy
ESG theme
  • Governance
ESG sub-theme
  • Independent board
Type of vote
Shareholder proposal
Filer type
Shareholder
Company sector
Consumer Discretionary
Company HQ country
United States
Resolved clause
Shareholders request that the Board of Directors adopt an enduring policy, and amend the governing documents as necessary in order that 2 separate people hold the office of the Chairman and the office of the CEO as follows:

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.
Supporting statement
The Board has the discretion to select a Temporary Chairman of the Board who is not an Independent Director to serve while the Board is seeking an Independent Chairman of the Board on an accelerated basis. This policy could be phased in when there is a contract renewal for our current CEO or for the next CEO transition.

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 38% voting power at Lennar because his shares have 10 votes each while most Lennar shares have 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 Corporation also has a weak role for its lead director. The Lennar lead director has hardly any duties unless the Board of Directors is headless with no Chairman (according to the Lennar bylaws). Plus the current so-called lead director, at age 87, has been in that role for 20-years (entrenchment issue) and sits on 2 Lennar Board Committees.

Another Lennar director is age 81 and also sits on 2 Lennar Board Committees including Chairmanship of the Audit Committee, perhaps the most important Board Committee. Additionally, the age 81 director sits on 2 outside boards.

Please vote yes:

Independent Board Chairman—Proposal 4

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