10-K/A
LENNAR CORP /NEW/ (LEN)
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Amendment No. 1)
(Mark One)
☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended November 30, 2023
or
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Transition Period from _______ To _______
Commission file number 1-11749
Lennar Corporation
(Exact name of registrant as specified in its charter)
| Delaware | 95-4337490 |
|---|---|
| (State or other jurisdiction of<br>incorporation or organization) | (I.R.S. Employer<br>Identification No.) |
5505 Waterford District Drive, Miami, Florida 33126
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code (305) 559-4000
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Class A Common Stock, par value 10¢ | LEN | New York Stock Exchange |
| Class B Common Stock, par value 10¢ | LEN.B | New York Stock Exchange |
Securities registered pursuant to Section 12(g) of the Act:
NONE
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes R No ¨
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ No R
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes R No ¨
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes R No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | R | Accelerated filer | ☐ | Emerging growth company | ☐ |
|---|---|---|---|---|---|
| Non-accelerated filer | ☐ | Smaller reporting company | ☐ | ||
| If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨ | |||||
| Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal controls over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☑ | |||||
| If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ¨ | |||||
| Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ¨ |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No R
The aggregate market value of the registrant’s Class A and Class B common stock held by non-affiliates of the registrant (247,523,484 shares of Class A common stock and 13,731,637 shares of Class B common stock) as of May 31, 2023, based on the closing sale price per share as reported by the New York Stock Exchange on such date, was $27,813,041,884.
As of March 31,2024, the registrant had outstanding 244,864,557 shares of Class A common stock and 33,283,143 shares of Class B common stock.
DOCUMENTS INCORPORATED BY REFERENCE:
| None |
|---|
EXPLANATORY NOTE
Lennar Corporation (the “Company”) is filing this Amendment No. 1 on Form 10-K/A (this “Form 10-K/A”) to amend its Annual Report on Form 10-K for the fiscal year ended November 30, 2023, as originally filed with the U.S. Securities and Exchange Commission (the “SEC”) on January 26, 2024 (the “Original Form 10-K”), solely for the purpose of filing Exhibit 97, which was inadvertently omitted from the Original Form 10-K. Exhibit 97 is the Company’s Executive Officer Recovery Policy, which was adopted by the Company’s Board of Directors on June 22, 2023, effective as of December 1, 2023, and covers incentive-based compensation received by current or former executive officers of the Company on or after October 2, 2023. Accordingly, this Form 10-K/A consists solely of the cover page, this Explanatory Note, the Exhibit Index, and the exhibits filed herewith.
Pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended, this Form 10-K/A also contains new certifications by the principal executive officers and the principal financial officer as required by Section 302 of the Sarbanes-Oxley Act of 2002. Accordingly, Item 15(a)(3) of Part IV is amended to include the currently dated certifications as exhibits. Because this Form 10-K/A does not contain or amend any disclosure with respect to Items 307 and 308 of Regulation S-K, paragraphs 3, 4 and 5 of the certifications have been omitted. Additionally, because this Form 10-K/A does not include financial statements, the Company is not including certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
Except as expressly noted in this Form 10-K/A, this Form 10-K/A does not reflect events occurring after the original filing of the Original Form 10-K or modify or update in any way any of the other disclosures contained in the Original Form 10-K, including, without limitation, the financial statements or other financial information included therein or the other exhibits thereto. Accordingly, this Form 10-K/A should be read in conjunction with the Original Form 10-K and the Company’s other filings with the SEC.
Item 15. Exhibit and Financial Statement Schedules.
(a)(1) and (2) Financial Statements and Financial Statement Schedules.
The financial statements and financial statement schedule of Lennar Corporation are not included in this Form 10-K/A. See Part II, Item 8 of the Original Form 10-K.
(a)(3) Exhibits.
The following exhibits are filed with this Report or incorporated by reference:
* Management contract or compensatory plan or arrangement.
** Filed herewith.
*** Previously filed or furnished with the Original Form 10-K.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.
| LENNAR CORPORATION | |
|---|---|
| /S/ STUART MILLER | |
| Stuart Miller | |
| Executive Chairman and Co-Chief Executive Officer | |
| Date: | April 25, 2024 |
| LENNAR CORPORATION | |
| --- | --- |
| /S/ JONATHAN M. JAFFE | |
| Jonathan M. Jaffe | |
| Co-Chief Executive Officer and President | |
| Date: | April 25, 2024 |
Document
Exhibit 31.1
CHIEF EXECUTIVE OFFICER'S CERTIFICATION
I, Stuart Miller, certify that:
1.I have reviewed this Amendment No. 1 to the Annual Report filed on Form 10-K/A of Lennar Corporation; and
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.
| /S/ STUART MILLER |
|---|
| Name: Stuart Miller<br>Title: Executive Chairman and Co-Chief Executive Officer |
Date: April 25, 2024
Document
Exhibit 31.2
CHIEF EXECUTIVE OFFICER'S CERTIFICATION
I, Jonathan M. Jaffe, certify that:
1.I have reviewed this Amendment No. 1 to the Annual Report filed on Form 10-K/A of Lennar Corporation; and
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.
| /S/ JONATHAN M. JAFFE |
|---|
| Name: Jonathan M. Jaffe<br>Title: Co-Chief Executive Officer and President |
Date: April 25, 2024
Document
Exhibit 31.3
CHIEF FINANCIAL OFFICER'S CERTIFICATION
I, Diane Bessette, certify that:
1.I have reviewed this Amendment No. 1 to the Annual Report filed on Form 10-K/A of Lennar Corporation; and
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.
| /S/ DIANE BESSETTE |
|---|
| Name: Diane Bessette |
| Title: Vice President and Chief Financial Officer |
Date: April 25, 2024
Document
Exhibit 97
LENNAR CORPORATION
EXECUTIVE OFFICER RECOVERY POLICY
The following is the policy (the “Policy”) of Lennar Corporation (the “Company”) regarding the recovery of incentive compensation erroneously awarded to Covered Persons as a result of erroneous financial measures that are restated. This Policy is intended to comply with Section 811 of the New York Stock Exchange (“NYSE”) American Company Guide and Securities and Exchange Commission (“SEC”) Rule 10D-1.
The Policy
It is the policy of the Company that if the Company is required to prepare an accounting restatement due to the material noncompliance of the Company with any financial reporting requirement under the securities laws, including any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period, the Company will recover reasonably promptly from each Covered Person all Erroneously Awarded Compensation the Covered Person Received during the Applicable Recovery Period due to the error in calculating Financial Reporting Measures that resulted in the restatement.
This Policy will apply to all Incentive-Based Compensation Received by a person (a) after the person begins service as an Executive Officer or otherwise is designated by the Committee as a Covered Person (b) who served as an Executive Officer, or otherwise was a Covered Person, during the performance period for that Incentive-Based Compensation, (c) while the Company has a class of securities listed on the NYSE, and (d) during the Applicable Recovery Period.
Defined Terms
When used in, or with regard to, this Policy, the following terms will have the meanings given to them in SEC Rule 10D-1 (with all references to the issuer being to the Company):
| Executive Officer | Incentive-Based Compensation |
|---|---|
| Financial Reporting Measures | Received |
In addition, when used in, or with regard to, this Policy, the following terms will have the following meanings:
“Applicable Recovery Period” means, with respect to a Material Restatement, the three completed fiscal years preceding the Restatement Date of that Material Restatement (including as a fiscal year any transition period of between nine and twelve months due to the Company’s changing its fiscal year). The Applicable Recovery Period will not be dependent on if or when the restated financial statements are filed.
“Board” means the Company’s Board of Directors.
“Committee” means the Compensation Committee of the Board, or if there is no Compensation Committee, a majority of the independent members of the Board.
“Covered Person” means an Executive Officer of the Company and any other person designated by the Committee to be a Covered Person during a specified period.
“Erroneously Awarded Compensation” means, with respect to a Material Restatement, the amount of Incentive-Based Compensation Received by a Covered Person during the Applicable Recovery Period in excess of the amount that would have been Received by that Covered Person if the Incentive-Based
Compensation had been determined based on the restated amounts determined following the Material Restatement, computed without respect to any taxes paid (i.e., without consideration of any withholding or other taxes paid when the Incentive-Based Compensation was awarded or issued). If the Incentive-Based Compensation is based on stock price or total shareholder return and the Erroneously Awarded Compensation is not subject to mathematical recalculation, it will be based on a reasonable estimate of the effect of the Material Restatement on the stock price or total return on which the Incentive-Based Compensation was based.
“Material Restatement” means an accounting restatement of previously issued financial statements of the Company due to the Company’s material noncompliance with a financial requirement under the securities laws.
“Restatement Date” means, with respect to a Material Restatement, the earlier of (i) the date the Board, or the Audit Committee of the Board, concludes, or reasonably should have concluded, that the Company is required to prepare the Material Restatement, or (ii) the date a court, regulator or other legally authorized body directs the Company to prepare the Material Restatement.
Exception to Policy
The Company may elect not to seek to recover Erroneously Awarded Compensation from a Covered Person if the Committee determines that recovery would be impractical and one or more of the following conditions is met: (i) the direct expense paid to a third party for assistance in enforcing this Policy would exceed the amount to be recovered, and the Company has made a reasonable effort to recover the Erroneously Awarded Compensation, or (ii) recovery would likely cause an otherwise tax-qualified retirement plan to fail to be tax-qualified.
Enforcement of Policy
The Committee will determine the steps the Company should take to recover Erroneously Awarded Compensation; provided, that, except as provided above in the section entitled “Exception to Policy”, the Committee will not determine not to proceed against a Covered Person who Received Erroneously Paid Compensation unless it has received written advice from counsel to the effect that it is more likely than not that if the Company attempts to recover Erroneously Awarded Compensation, the effort will not result in a material net recovery by the Company (whether because of doubts regarding the Company’s right to recover the Erroneously Awarded Compensation or because of doubts about the Covered Person’s financial ability to return the Erroneously Awarded Compensation).
No Covered Person will be entitled to indemnification from the Company or any of its subsidiaries for any sums due under this Policy or for the costs of defending against a claim by the Company for Erroneously Awarded Compensation.
Rights against Covered Persons
Every employee of the Company or any of its subsidiaries who is, or becomes, a Covered Person, will be deemed, by accepting Incentive-Based Compensation, to agree that that Incentive-Based Compensation is received, and will be held by such Covered Person, subject to this Policy, and that this Policy may be enforced to recover Erroneously Awarded Compensation from such Covered Person.
Administration and Interpretation
The Committee will be responsible for all decisions regarding the application and interpretation of this Policy. However, in interpreting this Policy, the Committee will do so in a manner that is, to the fullest extent practicable, consistent with SEC Rule 10D-1 and Section 811 of the NYSE American Company Guide.
Approved by the Board of Directors on June 22, 2023