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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
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![(CENTEX LOGO)](https://capedge.com/proxy/DEF 14A/0000950134-06-011390/d36598dd3659814.gif)
Timothy R. Eller | Centex Corporation | |
Chairman & Chief | 2728 N. Harwood | |
Executive Officer | Dallas, Texas 75201 |
![-s- Tim Eller](https://capedge.com/proxy/DEF 14A/0000950134-06-011390/d36598dd36598.gif)
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proxy card in the enclosed envelope to ensure that your shares
are represented at the meeting. You may also vote by telephone
or over the Internet. Please refer to the proxy card and other
voting instructions included with these proxy materials for more
information on the voting methods available to you.If you vote
your proxy over the Internet or by telephone, you do NOT
need to mail back your proxy card.
Centex Annual Report and proxy statement to its stockholders.
To help us reduce costs, stockholders at the same address can
choose to receive only one set of future proxy materials, or you
may choose to receive future proxy materials by e-mail by
enrolling atwww.melloninvestor.com/ISD.
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Dallas, Texas 75201
TIME AND DATE | 9:00 a.m., Central Daylight Time, on Thursday, July 13, 2006. | |||
PLACE | The Auditorium of the Dallas Museum of Art, 1717 North Harwood, Dallas, Texas 75201. | |||
ITEMS OF BUSINESS | • | To elect four members of the Board of Directors, each for a term of three years ending at the Annual Meeting of Stockholders in 2009. | ||
• | To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the 2007 fiscal year. | |||
• | To consider two stockholder proposals, if presented at the meeting. | |||
• | To transact such other business as may properly come before the meeting and any adjournment or postponement. | |||
RECORD DATE | You can vote if you are a stockholder of record on May 25, 2006. | |||
ANNUAL REPORT | Our 2006 Annual Report to Stockholders is enclosed with these materials as a separate booklet. | |||
PROXY VOTING | It is important that your shares be represented and voted at the meeting. You can vote your shares by completing and returning your proxy card or voting instruction card. Most stockholders also have the option of voting their shares on the Internet or by telephone. If Internet or telephone voting is available to you, voting instructions are printed on your proxy card or included with your proxy materials. You can revoke a proxy before its exercise at the meeting by following the instructions in the accompanying Proxy Statement. | |||
June 12, 2006 | James R. Peacock III | |||
Vice President, Deputy General | ||||
Counsel and Secretary |
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Annex 1 |
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(1) | Election of four directors, comprising a class of directors to serve until the 2009 annual meeting of stockholders; | |
(2) | Ratification of the selection of Ernst & Young LLP as Centex’s independent registered public accounting firm for fiscal year 2007; | |
(3) | Two stockholder proposals set forth at pages 40 through 44 of this proxy statement; and | |
(4) | Any other business properly brought before the meeting. |
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Amount and Nature of Beneficial Ownership (1) | ||||||||||||||||||||||||||
Common | ||||||||||||||||||||||||||
Stock | ||||||||||||||||||||||||||
Beneficially | Deferred | |||||||||||||||||||||||||
Owned, | Stock | Stock | ||||||||||||||||||||||||
Excluding | Options | Units | ||||||||||||||||||||||||
Options, | Exercisable | Vested | Total | |||||||||||||||||||||||
Restricted | Within 60 | Within 60 | Common | |||||||||||||||||||||||
Stock and | Days of | Days of | Stock | |||||||||||||||||||||||
Stock | Record | Restricted | Record | Beneficially | Percent | |||||||||||||||||||||
Name | Position | Units (2) | Date (3) | Stock (4) | Date (5) | Owned (6) | of Class | |||||||||||||||||||
Barbara T. Alexander | Director | 35,090 | 49,971 | 4,316 | - | 89,377 | * | |||||||||||||||||||
Dan W. Cook III | Director | 4,000 | 123,848 | 6,316 | - | 134,164 | * | |||||||||||||||||||
Leldon E. Echols | Executive Vice | 46,311 | 758,565 | 42,672 | - | 847,548 | * | |||||||||||||||||||
President and Chief | ||||||||||||||||||||||||||
Financial Officer | ||||||||||||||||||||||||||
Juan L. Elek | Director | - | 16,703 | 6,316 | - | 23,019 | * | |||||||||||||||||||
Timothy R. Eller | Chairman of the | 295,133 | 2,469,230 | 177,058 | 69,626 | 3,011,047 | 2.5 | % | ||||||||||||||||||
Board, Chief | ||||||||||||||||||||||||||
Executive Officer | ||||||||||||||||||||||||||
and Director (7) | ||||||||||||||||||||||||||
Thomas J. Falk | Director | 4,000 | 6,300 | 4,316 | - | 14,616 | * | |||||||||||||||||||
Ursula O. Fairbairn | Director | 1,000 | - | 1,316 | - | 2,316 | * | |||||||||||||||||||
Andrew J. Hannigan | Co-President of | 176,655 | 1,234,429 | - | 206,856 | 1,617,940 | 1.3 | % | ||||||||||||||||||
Centex Homes (8) | ||||||||||||||||||||||||||
Clint W. Murchison, III | Director | 75,620 | 161,542 | 6,316 | - | 243,478 | * | |||||||||||||||||||
Frederic M. Poses | Director | - | 16,623 | 6,316 | - | 22,939 | * | |||||||||||||||||||
James J. Postl | Director | - | 4,260 | 2,816 | - | 7,076 | * | |||||||||||||||||||
David W. Quinn | Director | 49,235 | 293,505 | 4,316 | - | 347,056 | * | |||||||||||||||||||
Matthew K. Rose | Director Nominee | - | - | - | - | - | * | |||||||||||||||||||
Thomas M. Schoewe | Director | 7,127 | 12,203 | 4,316 | - | 23,646 | * | |||||||||||||||||||
Robert S. Stewart | Senior Vice | 38,091 | 283,348 | 15,986 | - | 337,425 | * | |||||||||||||||||||
President - | ||||||||||||||||||||||||||
Strategy and | ||||||||||||||||||||||||||
Corporate | ||||||||||||||||||||||||||
Development | ||||||||||||||||||||||||||
Jonathan R. Wheeler | Vice President - | 824 | 72,437 | 5,431 | 36,234 | 114,926 | * | |||||||||||||||||||
Organization | ||||||||||||||||||||||||||
Development | ||||||||||||||||||||||||||
All directors, nominees and executive officers as a group (19 persons) | 750,363 | 6,068,196 | 293,300 | 342,234 | 7,454,093 | 5.91 | % |
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(1) | For purposes of this table, “beneficial ownership” is determined in accordance with Rule 13d-3 of the SEC under the Securities Exchange Act of 1934, pursuant to which a person is deemed to have “beneficial ownership” of shares of Centex common stock as to which such person has or shares the power to vote or dispose of such shares, or has the right to acquire within 60 days. For purposes of computing the percentage of outstanding shares of Centex common stock held by each person or group of persons named in the table, any shares that such person or persons have the right to acquire within 60 days are deemed to be outstanding, but are not deemed to be outstanding for the purpose of computing the percentage ownership of any other person. |
(2) | The amounts shown in this column include the following shares of Centex common stock: (a) shares held for the accounts of such individuals in the Centex Common Stock Fund under our Profit Sharing and Retirement Plan, which we refer to as the Profit Sharing Plan, as follows: Mr. Eller — 12,389 shares; Mr. Hannigan — 18,075 shares; and Mr. Wheeler — 824 shares; and all directors and executive officers as a group — 34,331 shares; and (b) shares held by certain family limited partnerships as to which such individuals have or share voting or investment power, as follows: Mr. Eller — 164,800 shares; Mr. Falk — 4,000 shares; Mr. Hannigan — 157,840; Mr. Murchison — 75,620; and all directors and executive officers as a group — 402,260 shares. |
(3) | The amounts shown in this column consist of shares of Centex common stock that may be acquired by such individuals pursuant to the exercise of stock options granted to them under our 1987 Stock Option Plan or 2001 Stock Plan and exercisable on May 25, 2006 or within 60 days thereafter. |
(4) | The amounts shown in this column consist of shares of restricted Centex common stock held by such individuals, and vest over time according to the schedule set forth in the restricted stock award. The restricted stock is subject to forfeiture and may not be sold or transferred during the vesting period. Holders of shares of restricted stock have the right to vote and receive dividends on the shares. |
(5) | The amounts shown is this column consist of shares of Centex common stock that such officers have the right to receive upon payout of deferred stock units held by them that were vested on May 25, 2006 or will vest within 60 days thereafter. The deferred stock units were awarded to Mr. Eller under our Long Term Incentive Plan, which we refer to as the LTIP, and were awarded to Mr. Hannigan and Mr. Wheeler under our 2003 Equity Incentive Plan. The stock units vest over time according to the schedule set forth in the stock unit award agreement. These awards are described in more detail in theSummary Compensation Table. The amount shown for the directors and executive officers as a group also includes 29,518 shares of Centex common stock that two other executive officers have the right to receive upon payout of deferred stock units. Holders of stock units do not have the right to vote or receive dividends on the shares until vested units are converted into shares. |
(6) | Includes all common stock, options, restricted stock and deferred stock units beneficially owned by the named person. | |
(7) | Mr. Eller also serves as president and chief operating officer of Centex. |
(8) | Mr. Hannigan also serves as co-president and co-chief operating officer of Centex Real Estate Corporation, the managing general partner of Centex Homes, our home building subsidiary. |
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Common Stock Beneficially Owned | ||||||||
Name and Address | Number of Shares | Percent of Class | ||||||
Legg Mason Capital Management, Inc.; Legg Masons Fund Management, Inc.; and LMM, LLC (collectively “Legg Mason,” filing as a group) (1) | 14,026,603 | 11.68 | % | |||||
100 Light Street | ||||||||
Baltimore, MD 21202 | ||||||||
Neuberger Berman Inc. (2) | 8,258,542 | 6.87 | % | |||||
605 Third Ave. | ||||||||
New York, NY 10158 | ||||||||
Jeffrey L. Gendell, individually and as managing member of Tontine Management, L.L.C., general partner of Tontine Partners, L.P., and as managing member of Tontine Overseas Associates, L.L.C.(3) | 6,816,438 | 5.67 | % | |||||
55 Railroad Avenue, 3rd Floor | ||||||||
Greenwich, Connecticut 06830 |
(1) | Based solely on information contained in a Schedule 13G filed by Legg Mason with the SEC on April 10, 2006 with respect to shares of Centex common stock beneficially owned as of March 31, 2006, but calculating the percentage shown by dividing the number of such shares of Centex common stock by the total number of shares of Centex common stock issued and outstanding on May 25, 2006. The Schedule 13G discloses that the reporting entities, taken as a whole, have both shared voting power and shared dispositive power as to 14,026,603 shares. |
(2) | Based solely on information contained in a Schedule 13G/A filed by Neuberger Berman Inc. with the SEC on February 15, 2006 with respect to shares of Centex common stock beneficially owned as of December 31, 2005, but calculating the percentage shown by dividing the number of such shares of Centex common stock by the total number of shares of Centex common stock outstanding on May 25, 2006. According to the Schedule 13G, such number includes sole voting power as to 3,892,652 shares, shared voting power as to 2,453,200 shares and shared power to dispose or direct the disposition of 8,258,542 shares. Neuberger Berman, LLC and Neuberger Management Inc. are deemed to be beneficial owners of 2,453,200 shares since they both have shared power to make decisions whether to retain or dispose and vote the securities. Neuberger Berman, LLC and Neuberger Berman Inc. serve as a sub-advisor and investment manager, respectively, of various Neuberger mutual funds which hold such shares in the ordinary course of their business and not with the purpose nor the effect of changing or influencing the control of the issuer. |
(3) | Based solely on information contained in a Schedule 13G filed with the SEC on March 3, 2006, with respect to shares of Centex common stock owned as of March 3, 2006, but calculating the percentage shown by dividing the number of such shares of Centex common stock by the total number of shares of Centex common stock outstanding on May 25, 2006. According to the Schedule 13G, Jeffrey L. Gendell had sole voting power over 378,200 shares, shared voting power over 6,438,238 shares, sole dispositive power over 378,200 shares, and shared dispositive power over 6,438,238 shares; Tontine Management, L.L.C. had sole voting power over no shares and shared dispositive power over 4,156,395 shares, sole dispositive power over no shares and shared |
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dispositive power over 4,156,395 shares; Tontine Partners, L.P. had sole voting power over no shares, shared voting power over 4,156,395 shares, sole dispositive power over no shares and shared dispositive power over 4,156,395 shares; and Tontine Overseas Associates, L.L.C. had sole voting power over no shares, shared voting power over 2,281,843 shares, sole dispositive power over no shares and shared dispositive power over 2,281,843 shares. |
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![]() | Ursula O. Fairbairn President and Chief Executive Officer of Fairbairn Group LLC Director since July 2005 | Ms. Fairbairn is president and chief executive officer of Fairbairn Group LLC (a human resources and executive management consulting company), a position she has held since April 2005. She served as executive vice president, human resources and quality of American Express Company (a diversified global travel and financial services company), a position she held from December 1996 until her retirement in April 2005. Ms. Fairbairn also serves as a director of Air Products and Chemicals, Inc., Sunoco, Inc., VF Corporation and Circuit City Stores, Inc. | ||
![]() | Thomas J. Falk Chairman of the Board and Chief Executive Officer of Kimberly-Clark Corporation Age 48 Director since May 2003 | Mr. Falk is chairman of the board and chief executive officer of Kimberly-Clark Corporation, having been elected chairman in 2003 and chief executive officer in 2002. Mr. Falk served as president of Kimberly-Clark from 1999 until his election as chairman in 2003, and served as chief operating officer of that company from 1999 until his election as chief executive officer in 2002. Mr. Falk previously had been elected group president-global tissue, pulp and paper of Kimberly-Clark in 1998, where he was responsible for Kimberly-Clark’s global tissue businesses. Earlier in his career, Mr. Falk had responsibility for Kimberly-Clark’s North American infant care, child care and wet wipes businesses. Mr. Falk joined Kimberly-Clark in 1983 and has held other senior management positions in that company. Mr. Falk also serves on the board of directors of the University of Wisconsin Foundation and the Grocery Manufacturers of America, and as a governor of the Boys & Girls Clubs of America. | ||
![]() | Matthew K. Rose Chairman, President and Chief Executive Officer of Burlington Northern Santa Fe Corporation Age 46 Nominee for Election as Director | Mr. Rose is chairman, president and chief executive officer of Burlington Northern Santa Fe Corporation, positions he has held since March 2002. Previously, Mr. Rose held the following positions at Burlington Northern or its predecessors: president and chief executive officer (December 2000 to March 2002); president and chief operating officer (June 1999 to December 2000); and senior vice president and chief operations officer (August 1997 to June 1999). Mr. Rose also serves as a director of AMR Corporation. | ||
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![]() | Thomas M. Schoewe Executive Vice President and Chief Financial Officer of Wal-Mart Stores, Inc. Age 53 Director since October 2001 | Mr. Schoewe is the executive vice president and chief financial officer of Wal-Mart Stores, Inc., where he has served since January 2000. Prior to joining Wal-Mart Stores, Mr. Schoewe spent 14 years at Black and Decker Corp., most recently as senior vice president and chief financial officer. Previously, he had a 12-year career with Beatrice Companies, where he was chief financial officer and controller of Beatrice Consumer Durables, Inc. A native of the Chicago area, Mr. Schoewe is a graduate of Loyola University of Chicago, where he earned a BBA degree in finance. He also attended the University of Chicago’s executive MBA program and is a member of the Financial Executives Institute. | ||
Continuing Directors — Term expiring in 2008 | ||||
![]() | Barbara T. Alexander Independent Consultant Age 57 Director since July 1999 | From October 1999 until January 20, 2004, Ms. Alexander served as a senior advisor of UBS Securities and its predecessors, which we refer to as UBS. Before that time, beginning in January 1992, she served as a managing director of UBS, where she managed the Construction and Furnishings Group (North America) in the corporate finance department. Prior to joining UBS, Ms. Alexander was a managing director in the corporate finance department of Salomon Brothers. Ms. Alexander is past chairman of the board of the Joint Center for Housing Studies at Harvard University and is currently a member of that board’s executive committee and an executive fellow of the Joint Center for Housing Studies at Harvard University. Ms. Alexander also serves as a director of Harrah’s Entertainment, Inc., Federal Home Loan Mortgage Corporation (Freddie Mac), and HomeAid America. | ||
![]() | Juan L. Elek Founder and Co-chairman of Elek, Moreno Valle y Asociados Age 62 Director since February 1995 | Mr. Elek is founder and co-chairman of the Mexican investment-banking firm of Elek, Moreno Valle y Asociados, where he has served since 1984. From 1978 through 1984, Mr. Elek held various positions with Banamex Financial Group, including adjoining managing director and head of international banking. Mr. Elek is currently a member of the board of trustees of Southern Methodist University. | ||
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![]() | Timothy R. Eller Chairman of the Board, Chief Executive Officer, President Age 57 Director since July 2002 | Mr. Eller joined Centex Homes’ Illinois operations in 1973 and was named project manager for the Illinois division in 1975. He became vice president of the Minnesota division in 1977 and the division’s president in 1981. He was named an executive vice president of Centex Real Estate Corporation in 1985 and elected as that company’s president and chief operating officer in January 1990. In July 1991, he was named president and chief executive officer of Centex Homes and assumed the position as chairman of Centex Homes in April 1998, serving through April 2003, and beginning again in April 2006. In August 1998, Mr. Eller was named executive vice president of Centex, serving until April 2002 when he became Centex’s president and chief operating officer. He assumed the additional roles of chairman and chief executive officer of Centex in April 2004. | ||
![]() | James J. Postl Retired as President and Chief Executive Officer of Pennzoil-Quaker State Company Age 60 Director since July 2004 | Mr. Postl retired as president and chief executive officer of Pennzoil-Quaker State Company, following its acquisition by Shell Products U.S. in October 2002. He joined Pennzoil in October 1998, prior to the formation of Pennzoil-Quaker State Company. He was named president and chief operating officer and was elected to the board of directors when the new company was formed in December 1998. In May 2000, he was named president and chief executive officer. Prior to joining Pennzoil-Quaker, he served as president of Nabisco Biscuit Company from 1996 and was president and chief executive officer of Nabisco International from 1994 to 1996. Prior to joining Nabisco, Mr. Postl held a variety of management positions with PepsiCo, Inc. over a 19-year period. Mr. Postl serves as a director of Cooper Industries Inc. He is also active in the community, as the past chairman of the board of the Houston Division of the American Heart Association, and serves on the state board of the American Heart Association. Additionally, he serves on the Council of Overseers for the Jesse H. Jones Graduate School of Management at Rice University, and on the boards of the Houston Area Women’s Center, the Society for the Performing Arts and United Way of the Texas Gulf Coast. He was the 2005-2006 Chair for the United Way Campaign and the Hurricane Relief Fund. | ||
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Continuing Directors — Term expiring in 2007 | ||||
![]() | Clint W. Murchison, III Private Investments Age 59 Director since February 1979 | Mr. Murchison is chairman of Tecon Corporation, which is engaged in private real estate development and other investment activities. He is also chairman of Bankers Trust Company of Texas, a private trust company. He is chairman of the investment committee of RPM Metropolitan Fund, which invests in private partnerships across a broad range of asset classes. Mr. Murchison is a trustee of the Boys & Girls Clubs of America. | ||
![]() | Frederic M. Poses Chairman and Chief Executive Officer of American Standard Companies Inc. Age 63 Director since July 2001 | Mr. Poses has been chairman and chief executive officer of American Standard Companies Inc. since January 2000 and has served as a director of that company since October 1999. Before that time, beginning in 1998, he was president and chief operating officer of Allied Signal, Inc., where he had spent his entire 30-year business career, starting as a financial analyst in 1969 and serving in various other capacities, including president of the Engineered Materials business beginning in 1988. He was a director of Allied Signal, Inc. from 1997 until October 1999. Mr. Poses also serves as a director of Raytheon Company. | ||
![]() | David W. Quinn Retired as Vice Chairman of Centex Age 64 Director since July 1989 | Mr. Quinn retired as vice chairman of our board and an employee of Centex on March 31, 2002. Mr. Quinn was elected vice chairman of the board in May 1996 and was our chief financial officer from February 1987 until June 1997 and from October 1997 through May 2000. Mr. Quinn served as executive vice president of Centex from February 1987 until his election as vice chairman of the board. Mr. Quinn is also a director of Eagle Materials Inc. (formerly known as Centex Construction Products, Inc.). | ||
Board and Committee Membership |
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Name | Audit | Corporate Governance | Compensation | Executive | ||||||||||||
Ms. Alexander | X | |||||||||||||||
Mr. Cook | X | |||||||||||||||
Mr. Elek | X | * | ||||||||||||||
Mr. Eller | X | * | ||||||||||||||
Ms. Fairbairn | X | |||||||||||||||
Mr. Falk | X | * | ||||||||||||||
Mr. Murchison | X | |||||||||||||||
Mr. Poses** | X | X | X | |||||||||||||
Mr. Postl | X | |||||||||||||||
Mr. Quinn | X | |||||||||||||||
Mr. Schoewe | X | * | ||||||||||||||
* Chair ** Lead Director | ||||||||||||||||
Number of Meetings | 8 | 6 | 6 | 4 |
Board Committees |
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• | selection, appointment, compensation, evaluation, retention and oversight of the work of any independent auditors engaged to prepare or issue an audit report or related work or perform other audit, review or attest services for us, including pre-approval of all audit engagement fees and all non-audit services; |
• | establishment of procedures for (1) the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls or auditing matters and (2) the confidential, anonymous submission by our employees of concerns regarding questionable accounting or auditing matters; |
• | discussion of our annual audited financial statements and quarterly financial statements and other significant financial disclosures (including press releases and financial information and earnings guidance provided to analysts and rating agencies) with management and our independent auditors; |
• | discussion of policies with respect to risk assessment and risk management; |
• | preparation of the report required to be included in our annual proxy statement regarding review of financial statements and auditor independence (the report for fiscal year 2006 is included under “Audit Committee Report” on page 37); and |
• | review and reassessment at least annually of the adequacy of the |
committee’s charter and recommendation of appropriate changes to the board. |
• | reviewing the compensation philosophy of the company and the corporate goals and objectives relevant to compensation, including whether the compensation programs are reasonably related to corporate performance and achieving their intended purpose; |
• | administering the compensation plans adopted by Centex, including stock plans, a supplemental executive retirement plan and short-term and long-term incentive compensation plans for members of our senior management and senior management of our principal subsidiaries, and granting all awards under Centex’s equity-based compensation plans; |
• | reviewing succession planning for our senior management and that of our principal subsidiaries; |
• | the board’s approval, review and oversight of our benefit plans; and |
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• | the board’s oversight of the performance and compensation of our chief executive officer and the other members of senior management. |
• | Cash. Directors receive one-third of their compensation in cash, which is paid monthly. |
• | Stock Options. Directors receive one-third of their compensation in stock options. The exercise price of the options is equal to the closing price of Centex common stock on the New York Stock Exchange on the date of grant. The number of shares covered by the options is determined by valuing the options on the date of grant using the Black-Scholes method. Options are fully exercisable beginning on the date of grant, and have a seven-year term. Options are granted at |
the end of the board year in July, as of the date of the annual stockholders’ meeting. |
• | Restricted Stock. Directors receive one-third of their compensation in restricted stock. The grant is valued at $100,000, based on the closing price of Centex common stock on the New York Stock Exchange on the date of the grant. Restricted stock vests in full on the date of grant but is subject to restrictions until the third anniversary of the date of grant, and can be forfeited if the director leaves the board, or engages in or acquires certain interests in a business that competes with Centex. However, the restrictions terminate immediately if the non-management director’s service on the board terminates because of the director’s death or disability, or if the director retires at age 70 or older or upon reaching our twenty-year term limit for directors, or with the board’s consent. Restricted stock is granted at the beginning of the board year in July, as of the date of the annual stockholders’ meeting. |
• | Other. Directors do not receive meeting fees for attending board or committee meetings, but are reimbursed for their reasonable expenses to attend meetings. Directors also receive compensation under existing plans where they are entitled to participate, including group medical insurance, retiree medical benefits and travel benefits. |
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(1) | the name and address of the stockholder who intends to make the nomination and of the person to be nominated; |
(2) | a representation that the stockholder is a record holder of Centex stock entitled to vote at the annual meeting of stockholders and intends to appear in person or by proxy at the meeting to nominate the person specified; |
(3) | a description of all arrangements or understandings between the stockholder and the nominee and other persons (naming such persons) pursuant to which the nomination is to be made by the stockholder; |
(4) | any other information regarding the nominee proposed by the stockholder as would have been required to be included in a proxy statement filed pursuant to the proxy rules of the SEC had the nominee been nominated by the board; and |
(5) | the consent of the nominee to serve as a director of Centex if so elected. |
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• | salary and benefits should be competitive with the market, with salary targeted at the 50th percentile of the range of the base salaries for similar positions; | ||
• | most incentive awards should be performance-based and at risk at the beginning of the fiscal year; that is, award potentials should rise or fall with performance and no awards should be madeuntil specified business performance metrics have been achieved. There should be significant rewards for high levels of performance and substantially reduced rewards for reduced performance; | ||
• | incentive compensation, both short-term and long-term, should be tied to the measures of business performance (metrics) that create long-term stockholder value; | ||
• | a significant portion of incentive compensation should be in the form of long-term incentive compensation that aligns the interests of executives with those of the stockholders; and | ||
• | although long-term incentive compensation is performance-based, and not granted until performance has |
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occurred, it should vest over a period of time to encourage retention. |
• | the incentive compensation of the more senior executives should have proportionally more long-term and equity-based measures than for other employees; and | ||
• | relative performance against peer companies will have a more direct role in the setting of fiscal 2006 compensation and in fiscal 2007 compensation plan design. |
• | At the outset of the fiscal year: (1) setting overall company or business unit performance requirements for the year; and (2) setting individual compensation potentials for the year that reflect the committee’s pay-for-performance philosophy. | ||
• | After the end of the fiscal year: (3) measuring actual performance and comparing it to individual compensation potentials to determine individual compensation; and (4) adjusting the individual compensation of the Centex named executive officers to take into account relative peer performance. |
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• | net earnings growth, year-over-year, from continuing operations; and | ||
• | pre-tax margin improvement, year-over-year, from continuing operations. |
• | home building operating margin; | ||
• | customer satisfaction; | ||
• | a growth metric; and | ||
• | a business process metric. |
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Ursula O. Fairbairn
James J. Postl
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Annual | Long-Term | |||||||||||||||||||||||||||||||||||||||
Compensation | Compensation Awards (1) | |||||||||||||||||||||||||||||||||||||||
Restricted Stock Awards | All Other Compensation ($) | |||||||||||||||||||||||||||||||||||||||
Other | ||||||||||||||||||||||||||||||||||||||||
Annual | Deferred | Securities | ||||||||||||||||||||||||||||||||||||||
Name and | Compen- | Restricted | Stock | Underlying | Profit | |||||||||||||||||||||||||||||||||||
Principal Position | Fiscal | Salary | Bonus | sation | Stock | Units | Options | Sharing | SERP | Other | ||||||||||||||||||||||||||||||
in Fiscal 2006 | Year | ($) | ($) (2) | ($) (3) | ($) (4) | ($) (5) | (#) (6) | Plan (7) | (8) | (9) | ||||||||||||||||||||||||||||||
Timothy R. Eller, | 2006 | 900,000 | 10,633,500 | 7,867 | 2,126,699 | — | 264,778 | 21,112 | 68,000 | 3,190,059 | ||||||||||||||||||||||||||||||
Chairman, | 2005 | 860,000 | 5,000,000 | 9,395 | 10,620,950 | — | 216,000 | 20,597 | 64,625 | 2,473,200 | ||||||||||||||||||||||||||||||
Chief Executive | 2004 | 825,000 | 11,008,224 | 6,322 | 1,859,907 | — | 216,000 | 20,084 | 61,875 | 1,859,907 | ||||||||||||||||||||||||||||||
Officer, Director (10) | ||||||||||||||||||||||||||||||||||||||||
Leldon E. Echols, | 2006 | 550,000 | 2,728,000 | 4,017 | 545,600 | — | — | 20,854 | 33,625 | 2,182,400 | ||||||||||||||||||||||||||||||
Executive Vice | 2005 | 535,000 | 2,000,000 | 4,677 | 2,297,383 | — | 75,000 | 20,340 | 32,625 | 858,750 | ||||||||||||||||||||||||||||||
President and | 2004 | 520,000 | 2,896,901 | 2,010 | 774,961 | — | 90,000 | 19,827 | 31,500 | 774,961 | ||||||||||||||||||||||||||||||
Chief Financial Officer | ||||||||||||||||||||||||||||||||||||||||
Andrew J. Hannigan, | 2006 | 775,000 | 8,132,785 | 1,076 | — | 1,626,553 | 202,509 | 21,092 | 55,875 | 2,439,852 | ||||||||||||||||||||||||||||||
Chairman and Chief | 2005 | 750,000 | 12,932,402 | 2,356 | — | 4,712,296 | 203,979 | 20,578 | 52,625 | — | ||||||||||||||||||||||||||||||
Executive Officer of | ||||||||||||||||||||||||||||||||||||||||
Centex Homes (11) | ||||||||||||||||||||||||||||||||||||||||
Robert S. Stewart, | 2006 | 315,000 | 1,497,000 | 1,536 | 299,369 | — | 37,275 | 20,854 | 10,125 | 461,836 | ||||||||||||||||||||||||||||||
Senior Vice Pres. - | 2005 | 300,000 | 2,000,000 | 1,526 | 632,451 | — | 40,000 | 20,340 | 9,250 | 479,402 | ||||||||||||||||||||||||||||||
Strategy and | 2004 | 290,000 | 1,241,529 | 1,044 | 413,313 | — | 48,000 | 19,827 | 8,750 | 435,293 | ||||||||||||||||||||||||||||||
Corporate | ||||||||||||||||||||||||||||||||||||||||
Development (12) | ||||||||||||||||||||||||||||||||||||||||
Jonathan R. Wheeler | 2006 | 340,000 | 1,480,000 | 118 | 295,990 | — | 36,852 | 20,874 | 12,625 | 444,022 | ||||||||||||||||||||||||||||||
Senior Vice Pres. - | 2005 | 325,000 | 2,471,928 | 1,149 | — | 685,911 | 29,694 | 20,360 | 11,625 | — | ||||||||||||||||||||||||||||||
Organization | ||||||||||||||||||||||||||||||||||||||||
Development (13) |
(1) | On January 30, 2004, in accordance with the terms of our stock compensation plans, we made equitable adjustments to all outstanding Centex stock options and deferred stock units to take into account the distribution by us to our stockholders on that date of all of our shares of Centex Construction Products, Inc. (now called Eagle Materials Inc.), our former construction products subsidiary. On March 12, 2004, we made proportionate adjustments to all outstanding Centex stock options and deferred stock units to take into account the two-for-one split of our common stock effected on that date. Numbers included in the table reflect these adjustments. | |
(2) | Cash bonuses for services rendered in fiscal years 2006, 2005 and 2004 have been listed in the year earned but were paid in the following fiscal year. | |
(3) | The amounts shown in this column represent reimbursement of certain tax payments and interest payments earned on prior year deferred cash awards in excess of an applicable federal reference point. The value of perquisites and other personal benefits are not disclosed because they do not exceed the lesser of $50,000 or ten percent of any named executive officer’s total salary and bonus. |
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(4) | The values shown in this column relate to shares of restricted stock awarded to the named executive officers under our 2001 Stock Plan or our 2003 Equity Incentive Plan. The awards have been listed in the fiscal year in which the related performance took place but were made in the following fiscal year. The values shown were calculated by multiplying the number of shares of restricted stock awarded by the closing price of Centex common stock on the NYSE on the date of the award. The total number of shares of restricted stock awarded were as follows: (a) for fiscal year 2006: Mr. Eller — 39,022 shares; Mr. Echols — 10,011 shares; Mr. Stewart — 5,493 shares; and Mr. Wheeler — 5,431 shares; (b) for fiscal year 2005: Mr. Eller — 185,163 shares; Mr. Echols — 40,052 shares; and Mr. Stewart — 11,026 shares; and (c) for fiscal year 2004: Mr. Eller — 41,112 shares; Mr. Echols — 17,130 shares; and Mr. Stewart — 9,136 shares. | |
The shares of restricted stock vest over time according to the schedule set forth in the restricted stock award. The restricted stock awarded for fiscal year 2006 vests at the rate of 33-1/3% per year on each of March 31, 2007, March 31, 2008 and March 31, 2009, and for fiscal years 2005 and 2004 vests at the rate of 8-1/4% per quarter in the fiscal year in which awarded, 8-1/4% per quarter in the following fiscal year and 8-1/2% per quarter in the third fiscal year, so that the stock is fully vested in three years. The restricted stock is forfeited if, before the vesting date, the holder ceases to be an employee of Centex or its affiliates, but all shares of restricted stock vest immediately upon the holder’s death or disability or under certain limited circumstances upon retirement, and upon a change in control of Centex. Holders of restricted stock have the right to vote and receive dividends on the shares. | ||
As of May 25, 2006, the record date for the annual meeting, the total number and value (based on the closing price of Centex common stock on the NYSE on March 31, 2006) of all shares of restricted stock held by the named executive officers were as follows: Mr. Eller — 177,058 shares ($10,975,825); Mr. Echols — 42,672 shares ($2,645,237); Mr. Stewart — 15,986 shares ($990,972); and Mr. Wheeler — 5,431 shares ($336,668). The values stated do not reflect any diminution in value attributable to the restrictions on the shares. | ||
(5) | The values shown in this column for Mr. Hannigan and Mr. Wheeler relate to deferred stock units awarded under our 2003 Equity Incentive Plan. The awards have been listed in the fiscal year in which the related performance took place but were made in the following fiscal year, unless otherwise noted below. The values shown were calculated by multiplying the number of deferred stock units awarded by the closing price of Centex common stock on the NYSE on the date of the award. The deferred stock units represent the right to receive on the payout date specified in the award a number of shares of Centex common stock equal to the number of units awarded, subject to certain vesting requirements. The units do not entitle the recipients to receive dividends or to any other rights as a stockholder. | |
The 2006 unit awards to Mr. Hannigan and Mr. Wheeler vest at the rate of 33-1/3% per year on each of March 31, 2007, March 31, 2008, and March 31, 2009. The 2005 unit awards vest at the rate of 8-1/4% per quarter in the fiscal year in which granted, 8-1/4% per quarter in the following fiscal year and 8-1/2% per quarter in the third fiscal year. | ||
As of May 25, 2006, the record date for the annual meeting, the total number and value (based on the closing price of Centex common stock on the NYSE on March 31, 2006) of all deferred stock units held by the named executive officers were as follows: Mr. Eller — 291,826 shares ($18,090,294); Mr. Hannigan — 270,915 shares ($16,794,021); and Mr. Wheeler — 45,588 shares ($2,826,000). | ||
(6) | Options shown for a fiscal year were granted effective in the following fiscal year, but are included for the fiscal year shown because the grants related to performance during that fiscal year. The stock options awarded for fiscal year 2006 vest at the rate of 33-1/3% per year on each of March 31, 2007, March 31, 2008 and March 31, 2009, and for fiscal years 2005 and 2004 vest at the rate of 8-1/4% per quarter in the fiscal year in which granted, 8-1/4% per quarter in the following fiscal year and 8-1/2% per quarter in the third fiscal year. All the options have a seven-year term. Centex has not issued any stock appreciation rights. |
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(7) | The amounts shown in this column represent Centex contributions to, and forfeitures allocated to, the accounts of the named executive officers pursuant to our Profit Sharing Plan. All such amounts are fully vested in the individuals, except for the amounts shown for Mr. Echols and Mr. Stewart, which are 80% vested as of March 31, 2006. | |
(8) | The amounts shown in this column represent Centex contributions to the accounts of the named executive officers pursuant to our SERP. All such amounts are fully vested in the individuals, except for the amounts shown for Mr. Echols and Mr. Stewart, which are 80% vested as of March 31, 2006. | |
(9) | The amounts shown in this column for all the named executive officers represent deferred cash compensation subject to vesting requirements awarded to the named executive officers. The deferred cash compensation is included for the fiscal year in which the related performance took place, but was awarded in the following fiscal year. The deferred cash compensation awarded for fiscal year 2006 vests at the rate of 33-1/3% per year on each of March 31, 2007, March 31, 2008 and March 31, 2009, and for fiscal years 2005 and 2004 vests at the rate of 8-1/4% per quarter in the fiscal year in which awarded, 8-1/4% per quarter in the following fiscal year and 8-1/2% per quarter in the third fiscal year. The deferred cash compensation bears interest at Centex’s current blended borrowing cost, as determined quarterly by Centex’s treasurer. Such cost (on a weighted average basis) was 5.774% for fiscal 2006. Interest earned on deferred cash compensation for the named executive officers for fiscal year 2006 (including the amounts included in the Other Annual Compensation column and described in footnote 3 above) was as follows: Mr. Eller — $236,955; Mr. Echols — $119,322; Mr. Hannigan — $31,494; Mr. Stewart — $46,035; and Mr. Wheeler — $3,488. Payouts of vested amounts of deferred cash compensation will be made upon termination of the officer’s employment with Centex or pursuant to elections made by the officer at the time of grant or at limited times thereafter. Unvested amounts are subject to forfeiture upon termination of employment, except that all amounts immediately vest if employment terminates because of death, disability or vested retirement, and upon a change in control of Centex. | |
The amounts shown in this column for Mr. Stewart also include interest of $12,687 for fiscal 2006, $21,402 for fiscal 2005, and $21,980 for fiscal 2004, computed at the company’s blended borrowing cost, under a non-interest bearing loan to Mr. Stewart made when he joined Centex, which was paid in full on November 17, 2005, as described in more detail under “Certain Transactions” on page 37. | ||
(10) | Mr. Eller also serves as president of Centex. He was elected chairman of the board and chief executive officer of Centex effective April 1, 2004. In fiscal years 2004 and 2003, he served as president and chief operating officer of Centex. | |
(11) | Mr. Hannigan was elected chairman of Centex Real Estate Corporation, the managing general partner of Centex Homes, a subsidiary of Centex on April 23, 2003. He became an executive officer of Centex in fiscal 2005. No fiscal 2004 compensation information is reported for Mr. Hannigan because he was not an executive officer of Centex in that year. Mr. Hannigan is currently the co-president and co-chief operating officer of Centex Homes and Centex Real Estate Corporation. | |
(12) | Mr. Stewart’s employment with Centex commenced May 15, 2000, and he became an executive officer in fiscal 2003. | |
(13) | Mr. Wheeler became an executive officer of Centex in fiscal 2005. No fiscal 2004 compensation information is reported for Mr. Wheeler because he was not an executive officer of Centex in that year. Mr. Wheeler is currently the vice president — organization development of Centex. |
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Potential Realizable | ||||||||||||||||||||||||
Value at Assumed | ||||||||||||||||||||||||
Annual Rates of Stock | ||||||||||||||||||||||||
Price Appreciation for | ||||||||||||||||||||||||
Individual Option Grants (1) | Option Term | |||||||||||||||||||||||
Number of | % of Total | |||||||||||||||||||||||
Securities | Options | |||||||||||||||||||||||
Underlying | Granted to | Exercise | ||||||||||||||||||||||
Options | Employees | Price | Expiration | |||||||||||||||||||||
Name | Granted (#) | in Fiscal Year | ($/Sh) (2) | Date | 5% ($) | 10% ($) | ||||||||||||||||||
Timothy R. Eller | 264,778 | 22.3 | $ | 54.50 | 5/11/13 | 5,874,629 | 13,690,346 | |||||||||||||||||
Leldon E. Echols | — | — | $ | 54.50 | 5/11/13 | — | — | |||||||||||||||||
Andrew J. Hannigan | 202,509 | 17.1 | $ | 54.50 | 5/11/13 | 4,493,067 | 10,470,728 | |||||||||||||||||
Robert S. Stewart | 37,275 | 3.1 | $ | 54.50 | 5/11/13 | 827,020 | 1,927,304 | |||||||||||||||||
Jonathan R. Wheeler | 36,852 | 3.1 | $ | 54.50 | 5/11/13 | 817,635 | 1,905,433 |
(1) | These options were granted under our 2001 Stock Plan effective as of May 11, 2006, but are included for fiscal year 2006 because the grants related to performance during that fiscal year. These options are also listed in theSummary Compensation Tableunder the column “Securities Underlying Options.” Accordingly, information regarding options granted effective May 12, 2005 relating to performance during fiscal year 2005 (which was disclosed in our 2005 proxy statement under “Option/SAR Grants in Last Fiscal Year”) is not included in this table, but is included in theSummary Compensation Tableabove for fiscal year 2005. | |
(2) | These options were granted at an exercise price of $54.50 per share, which was equal to the closing price of Centex common stock on the NYSE on May 11, 2006. The options become exercisable at the rate of 33-1/3% per year on each of March 31, 2007, March 31, 2008 and March 31, 2009, and also become exercisable upon a change in control of Centex, as defined in the 2001 Stock Plan. |
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Number of Securities | Value of Unexercised | |||||||||||||||||||||||
Underlying Unexercised | In-the-Money Options | |||||||||||||||||||||||
Options at | at Fiscal Year-End ($) (1) | |||||||||||||||||||||||
Fiscal Year-End (#) | ||||||||||||||||||||||||
Shares | Value | |||||||||||||||||||||||
Acquired on | Realized | |||||||||||||||||||||||
Name | Exercise (#) | ($)(2) | Exercisable | Unexercisable | Exercisable (3) | Unexercisable | ||||||||||||||||||
Timothy R. Eller | — | — | 2,433,060 | 218,160 | 101,870,230 | 1,900,174 | ||||||||||||||||||
Leldon E. Echols | — | — | 684,090 | 80,850 | 26,786,001 | 745,208 | ||||||||||||||||||
Andrew J. Hannigan | 213,096 | 12,310,711 | 1,197,066 | 218,805 | 43,709,332 | 2,008,592 | ||||||||||||||||||
Robert S. Stewart | — | — | 275,968 | 43,120 | 10,207,413 | 397,444 | ||||||||||||||||||
Jonathan R. Wheeler | 83,846 | 4,511,475 | 66,753 | 32,838 | 1,425,985 | 308,909 |
(1) | Represents the difference between the closing price of Centex common stock on the NYSE on March 31, 2006 ($61.99 per share) and the exercise price of the option, multiplied by the number of shares covered by the option, and includes, if applicable, a cash bonus payable in connection with the exercise of the option at the time of exercise as described in footnote 3 below. | |
(2) | Represents the difference between the closing price of Centex common stock on the NYSE on the date of exercise of the option and the exercise price of the option, multiplied by the number of shares acquired on exercise. | |
(3) | Amounts include the following cash payments to be made in connection with the exercise of certain of the stock options at the time of exercise: Mr. Eller — $1,639,227. |
(a) | ||||||||||||
Number of | (c) | |||||||||||
securities | Number of securities | |||||||||||
to be issued | (b) | remaining available for | ||||||||||
upon exercise | Weighted-average | future issuance under | ||||||||||
of outstanding | exercise | equity compensation | ||||||||||
options, | price of outstanding | plans [excluding | ||||||||||
warrants | options, warrants | securities reflected in | ||||||||||
Plan Category | and rights | and rights | column (a)] | |||||||||
Equity compensation plans approved by our stockholders (1) (2) | 7,867,894 | (3) | $ | 26.7660 | 4,025,870 | (3) | ||||||
Equity compensation plans not approved by our stockholders (2) (4) | 6,171,747 | (5) | $ | 19.9630 | (5) | 123,379 | (5) | |||||
Total | 14,039,641 | 4,149,249 |
(1) | These plans consist of our 2003 Equity Incentive Plan, 2001 Stock Plan and 1987 Stock Option Plan. The 2003 Equity Incentive Plan provides for the grant of stock options, stock awards, restricted stock, stock units, cash and performance awards. The 2001 Stock Plan and the 1987 Stock Option Plan provide for the grant of stock options and restricted stock. Our compensation committee administers these plans and has the authority to make grants thereunder. |
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(2) | All the plans provide for immediate vesting of outstanding grants and awards upon a change in control of Centex, as defined in the plans. | |
(3) | Of the amount shown in column (a), 2,005,075 shares relate to the 2001 Stock Plan, 3,082,198 shares relate to the 1987 Stock Option Plan and 2,780,621 shares relate to the 2003 Equity Incentive Plan. Of the amount shown in column (c), 3,357,278 shares remain available under the 2003 Equity Incentive Plan and 668,592 shares remain available under the 2001 Stock Plan. No shares remain available under the 1987 Stock Option Plan. Subsequent to March 31, 2006, awards were made of options, restricted stock and stock units covering an aggregate of 1,512,122 shares under these plans. | |
(4) | These plans consist of our 1998 Employee Non-Qualified Stock Option Plan and LTIP. The 1998 Employee Non-Qualified Stock Option Plan provides for the grant of stock options to employees of Centex and its affiliates, other than officers and directors of Centex. All options are granted with an exercise price equal to the fair market value of Centex common stock on the date of grant. The LTIP provides for the award of deferred stock units convertible into shares of Centex common stock at a payout date specified in the award. Generally, awards vest over a three-year period and are paid seven years after the date of award or, if earlier, on termination of employment. Our compensation committee administers these plans and has the authority to make grants and awards thereunder. The compensation committee is permitted to make an early payout of LTIP awards in its discretion. | |
(5) | Of the amount shown in column (a), 5,408,906 shares relate to the 1998 Employee Non-Qualified Stock Option Plan and 762,841 shares relate to the LTIP. Of the amount shown in column (c), no shares remain available under the 1998 Employee Non-Qualified Stock Option Plan and 123,379 shares remain available under the LTIP. The exercise price shown in column (b) relates only to options outstanding under the 1998 Employee Non-Qualified Stock Option Plan. Subsequent to March 31, 2006, no awards were made of options under these plans and awards of 105,216 stock units were made under the LTIP. |
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![(PERFORMANCE CHART)](https://capedge.com/proxy/DEF 14A/0000950134-06-011390/d36598dd3659826.gif)
Centex Corporation | ||||||||||||||||||||||||
2001 | 2002 | 2003 | 2004 | 2005 | 2006 | |||||||||||||||||||
Centex Corporation | $ | 100 | $ | 125 | $ | 131 | $ | 279 | $ | 296 | $ | 321 | ||||||||||||
S & P 500 Index | $ | 100 | $ | 100 | $ | 75 | $ | 102 | $ | 109 | $ | 121 | ||||||||||||
S & P HB Index | $ | 100 | $ | 125 | $ | 132 | $ | 281 | $ | 353 | $ | 388 | ||||||||||||
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Clint W. Murchison, III
Frederic M. Poses
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Fiscal 2006 | Fiscal 2005 | |||||||
Type of Fees | (in thousands) | (in thousands) | ||||||
Audit Fees | $ | 3,934 | $ | 4,126 | ||||
Audit-Related Fees | 199 | 130 | ||||||
Tax Fees | 3 | — | ||||||
All Other Fees | — | — | ||||||
Total | $ | 4,136 | $ | 4,256 |
• | “Audit Fees” are fees for professional services rendered by Ernst & Young LLP for the audit of our financial statements included in our Form 10-K report and the review of our financial statements included in our Form 10-Q reports or services that are normally provided by Ernst & Young LLP in connection with statutory and regulatory filings or engagements. | |
• | “Audit-Related Fees” are fees for assurance and related services by Ernst & Young LLP that are reasonably related to the performance of the audit or review of the financial statements, including audits of employee benefit plans, accounting consultations, procedures performed related to securitizations and services provided in connection with the disposition of certain operations. | |
• | “Tax Fees” means fees for professional services rendered by Ernst & Young LLP for tax compliance, tax advice and tax planning. | |
• | “All Other Fees” includes all other fees for products and services provided by Ernst & Young LLP. |
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June 12, 2006
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• | Selection, compensation and evaluation of the Chief Executive Officer and oversight of succession planning. | ||
• | Assurance that processes are in place to promote compliance with law and high standards of business ethics. | ||
• | Oversight of Centex’s strategic planning. | ||
• | Approval of all material transactions and financings. | ||
• | Understanding Centex’s financial statements and other disclosures and evaluating and changing where necessary the process for producing accurate and complete reporting. | ||
• | Using its experience to advise management on major issues facing Centex. | ||
• | Evaluating the performance of the Board and its committees and making appropriate changes where necessary. |
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• | make recommendations to the Board regarding the structure of Board meetings | ||
• | recommend matters for consideration by the Board | ||
• | determine appropriate materials to be provided to the directors | ||
• | serve as an independent point of contact for stockholders wishing to communicate with the Board other than through the Chairman | ||
• | assign tasks to the appropriate committees | ||
• | with the approval of the Corporate Governance and Nominating Committee, oversee the annual evaluation of the Board and its Committees. |
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Title of Executive Officer | Multiple | ||||
Chief Executive Officer | 5x | ||||
Chief Executive Officer — Centex Homes | 4x | ||||
Chief Operating Officer | 4x | ||||
Chief Financial Officer | 3x | ||||
Chief Operating Officer — Centex Homes | 3x | ||||
Executive Vice President | 2x | ||||
Senior Vice President | 1.5x | ||||
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through May 11, 2006
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CENTEX CORPORATION | Please Mark Here for Address Change or Comments | o | ||
SEE REVERSE SIDE |
1. | Election of directors listed below to serve until the Annual Meeting of Stockholders in 2009. |
FORall nominees listed | WITHHOLD AUTHORITY | |||
Nominess: | below(except as | to vote for all nominees | ||
01 Ursula O. Fairbairn, | marked to the contrary). | listed below. | ||
02 Thomas J. Falk, | o | o | ||
03 Matthew K. Rose, | ||||
04 Thomas M. Schoewe. |
FOR | AGAINST | ABSTAIN | ||||||
2. | Ratification of the appointment of independent registered public accounting firm for fiscal year 2007. | o | o | o |
FOR | AGAINST | ABSTAIN | ||||||
3. | Stockholder proposal regarding energy efficiency. | o | o | o | ||||
FOR | AGAINST | ABSTAIN | ||||||
4. | Stockholder proposal regarding majority voting. | o | o | o |
5. | In their discretion, on such other business as may properly be brought before the meeting or any adjournment thereof. |
Signature | Signature | Date | ||||||||||
24 Hours a Day, 7 Days a Week
the day prior to annual meeting day.
as if you marked, signed and returned your proxy card.
Internet | Telephone | |||||||||||||
http://www.proxyvoting.com/ctx | 1-866-540-5760 | Mark, sign and date | ||||||||||||
Use the internet to vote your proxy. Have your proxy card in hand | OR | Use any touch-tone telephone to vote your proxy. Have your proxy | OR | your proxy card and return it in the | ||||||||||
when you access the web site. | card in hand when you call. | enclosed postage-paid | ||||||||||||
envelope. |
you do NOT need to mail back your proxy card.
on the Internet at http://ir.centex.com
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CENTEX CORPORATION | ||||
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS | ||||
Annual Meeting of Stockholders - - July 13, 2006 | ||||
The undersigned hereby appoints Timothy R. Eller and Frederic M. Poses (acting jointly or, if only one be present, by that one alone), and each of them, proxies, with full power of substitution to each, to vote, as specified on the reverse side, at the Annual Meeting of Stockholders of Centex Corporation (“Centex”) to be held July 13, 2006, or any adjournment or postponement thereof, all shares of common stock of Centex registered in the name of the undersigned at the close of business on May 25, 2006. | ||||
If the undersigned has voting rights with respect to shares of Centex common stock under a Centex or an Eagle Materials Inc. profit sharing and retirement plan (the “Plan”), then the undersigned hereby directs the trustee of the Plan to vote the shares allocated to the undersigned’s account under the Plan on all matters coming before the Annual Meeting, and at any adjournments or postponements thereof, in accordance with the instructions given herein (or if no instructions are given, as described in the following paragraph). | ||||
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS SPECIFIED ON THE BALLOT ON THE REVERSE SIDE, BUT IF NO INSTRUCTIONS ARE INDICATED, THEN THIS PROXY WILL BE VOTEDFOR ITEMS 1 AND 2 ANDAGAINST ITEMS 3 AND 4. THE PROXIES WILL USE THEIR DISCRETION WITH RESPECT TO ANY MATTER REFERRED TO IN ITEM 5. | ||||
By execution of this proxy, you hereby acknowledge receipt herewith of the Notice of Annual Meeting and Proxy Statement for the July 13, 2006 Annual Meeting. | ||||
READ, EXECUTE AND DATE REVERSE SIDE AND MAIL IN THE ENCLOSED ENVELOPE. | ||||
If you vote your proxy by Internet or by telephone, you do NOT need to mail back your proxy card. | ||||
Address Change/Comments (Mark the corresponding box on the reverse side) | ||||
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