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HOVNANIAN ENTERPRISES, INC. 10 Highway 35, P.O. Box 500, Red Bank, N.J. 07701 (732) 747-7800 |
February 7, 2005
Kevork S. Hovnanian
Chairman of the Board
FEBRUARY 7, 2005
1. | The election of directors of the Company for the ensuing year, to serve until the next Annual Meeting of Shareholders of the Company, and until their respective successors may be elected and qualified; |
2. | The ratification of the selection of Ernst & Young LLP, an independent registered public accounting firm, to examine the financial statements of the Company for the year ended October 31, 2005; and |
3. | The transaction of such other business as may properly come before the meeting and any adjournment thereof. |
1. | Via the Internet pursuant to the instructions on the enclosed proxy card; |
2. | Calling the toll-free number on the enclosed proxy card; or |
3. | Signing, dating and returning the enclosed proxy card in the envelope provided. |
PETER S. REINHART
Secretary
10 HIGHWAY 35
P.O. BOX 500
RED BANK, NEW JERSEY 07701
GENERAL
VOTING RIGHTS AND SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Class A Common Stock | Class B Common Stock | ||||||||||
Amount and Nature of Beneficial Ownership(1) | Percent of Class (2) | Amount and Nature of Beneficial Ownership(1) | Percent of Class (2) | ||||||||
Directors, Nominees for Directors, Certain Executive Officers, Directors and Executive Officers as a Group and Holders of More Than 5% | |||||||||||
Kevork S. Hovnanian(3)(4) | 7,620,424 | 16.4 | % | 11,687,674 | 79.6 | % | |||||
Ara K. Hovnanian(5) | 4,412,200 | 9.2 | % | 1,856,684 | 12.6 | % | |||||
Geaton A. DeCesaris, Jr.(6) | 1,000,248 | 2.1 | % | — | — | ||||||
Arthur M. Greenbaum | 23,736 | .1 | % | 3,000 | — | ||||||
Kevin C. Hake | 7,980 | — | — | — | |||||||
Edward A. Kangas | 28,734 | .1 | % | — | — | ||||||
Desmond P. McDonald | 31,734 | .1 | % | — | — | ||||||
Robyn T. Mingle | — | — | — | — | |||||||
John J. Robbins | 27,334 | .1 | % | — | — | ||||||
J. Larry Sorsby | 229,302 | .5 | % | — | — | ||||||
Stephen D. Weinroth | 69,234 | .1 | % | 4,500 | — | ||||||
Earnest Partners, L.L.C. (7) | 4,788,184 | 10.3 | % | — | — | ||||||
All directors and executive officers as a group (13 persons) | 13,874,002 | 28.1 | % | 13,802,028 | 92.2 | % |
Notes:
(1) | The figures in the table in respect of Class A Common Stock do not include the shares of Class B Common Stock beneficially owned by the specified persons, which shares of Class B Common Stock are convertible at any time on a share for share basis to Class A Common Stock. The figures in the table represent beneficial ownership (including ownership of options to purchase 1,834,000 shares of Class A Common Stock currently exercisable or exercisable within 60 days) with sole voting power and sole investment power except as noted in notes (3), (4), (5) and (6) below. |
(2) | Based upon the number of shares outstanding plus options currently exercisable within 60 days held by each such director, nominee, executive officer or holder. |
(3) | Includes 190,000 shares of Class A Common Stock and 529,124 shares of Class B Common Stock as to which Kevork S. Hovnanian has shared voting power and shared investment power. Kevork S. Hovnanian’s address is 10 Hwy 35, P.O. Box 500, Red Bank, New Jersey 07701. |
(4) | Includes 5,658,826 shares of Class B Common Stock held by the Kevork S. Hovnanian Family Limited Partnership, a Connecticut limited partnership (the “Limited Partnership”), beneficial ownership of which is disclaimed by Kevork S. Hovnanian. Kevork S. Hovnanian’s wife, Sirwart Hovnanian, as trustee of the Sirwart Hovnanian 1994 Marital Trust, is the managing general partner of the Limited Partnership and as such has the sole power to vote and dispose of the shares of Class B Common Stock held by the Limited Partnership. Also includes 529,124 shares of Class B Common Stock held in trust for Mr. Hovnanian’s daughter over which Sirwart Hovnanian, as trustee, shares with her daughter the power to dispose |
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of and vote. In addition, includes 190,000 shares of Class A Common Stock held in the name of Sirwart Hovnanian over which she has sole power to dispose of and vote. Mr. Hovnanian disclaims beneficial ownership of the shares described in the preceding two sentences. |
(5) | Includes 2,000,000 shares of Class A Common Stock held in a grantor retained annuity trust for Kevork S. Hovnanian (the “GRAT”) for which Ara K. Hovnanian is trustee and has a potential remainder interest, and 70,434 shares of Class A Common Stock and 192,534 shares of Class B Common Stock held in family related accounts as to which Ara K. Hovnanian has shared voting power and shared investment power. Ara K. Hovnanian disclaims beneficial ownership of such shares, except to the extent of his potential pecuniary interest in the GRAT. Ara K. Hovnanian’s address is 10 Hwy 35, P.O. Box 500, Red Bank, New Jersey 07701. |
(6) | Includes 367,198 shares of Class A Common Stock as to which Geaton A. DeCesaris, Jr. has shared voting power and shared investment power. |
(7) | Based solely upon information contained in a statement on Schedule 13G filed with the Securities and Exchange Commission on September 13, 2004. Address: 75 Fourteenth Street, Suite 2300, Atlanta, GA 30309. |
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
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(1) ELECTION OF DIRECTORS
Board of Directors
Name | Age | Company Affiliation | Year First Became a Director | |||||||||
Kevork S. Hovnanian | 81 | Chairman of the Board & Director | 1967 | |||||||||
Ara K. Hovnanian | 47 | President, Chief Executive Officer & Director | 1981 | |||||||||
Geaton A. DeCesaris, Jr. | 49 | President of the Hovnanian Land Investment Group & Director | 2001 | |||||||||
Arthur M. Greenbaum | 79 | Director | 1992 | |||||||||
Edward A. Kangas | 60 | Director | 2002 | |||||||||
Desmond P. McDonald | 77 | Director | 1982 | |||||||||
John J. Robbins | 65 | Director | 2001 | |||||||||
J. Larry Sorsby | 49 | Executive Vice President, Chief Financial Officer & Director | 1998 | |||||||||
Stephen D. Weinroth | 66 | Director | 1982 |
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Board of Directors – Directors’ Biographies
Mr. K. Hovnanian is the founder of the Company and has served as Chairman of the Board since its original incorporation in 1967. He served as Chief Executive Officer from 1967 through July 1997. In 1996, the New Jersey Institute of Technology awarded Mr. Hovnanian a President’s Medal for “Distinguished Achievement to an Outstanding Entrepreneur”. In 1992, Mr. Hovnanian was granted one of five nationwide Harvard Dively Awards for Leadership in Corporate Public Initiatives. | ||||
Mr. A. Hovnanian has been Chief Executive Officer since 1997 after being appointed President in 1988 and Executive Vice President in 1983. Mr. A. Hovnanian joined the Company in 1979 and has been a Director of the Company since 1981. In 1985, Governor Kean appointed Mr. Hovnanian to The Council on Affordable Housing and he was reappointed to the Council in 1990 by Governor Florio. In 1994, Governor Whitman appointed him as member of the Governor’s Economic Master Plan Commission. Mr. Hovnanian serves as Member of the Advisory Council of PNC Bank and the Monmouth Real Estate Investment Corporation, and he is on the Boards of a variety of charitable organizations. Mr. A. Hovnanian is the son of Mr. K. Hovnanian. | ||||
Mr. DeCesaris, Jr. has served as President of the Hovnanian Land Investment Group since July 2003. Prior to this position, Mr. Decesaris, Jr. was President of Homebuilding Operations and Chief Operating Officer since January 2001. Prior to joining the Company in 2001, Mr. DeCesaris, Jr. served as Chairman, President, and Chief Executive Officer of Washington Homes, Inc. Mr. DeCesaris, Jr. was honored as the Washington, D.C. area’s Entrepreneur of the Year in the real estate category in 1994, sponsored by Inc. magazine and Ernst and Young. Mr. DeCesaris was elected as a Director of the Company in January 2001. | ||||
Mr. Greenbaum has been a Senior Partner of Greenbaum, Rowe, Smith & Davis LLP, a legal firm, since 1950. Mr. Greenbaum has been a Director since 1992. | ||||
Mr. Kangas was Chairman and Chief Executive Officer of Deloitte Touche Tohmatsu from December 1989 to May 2000, when he retired. He also serves on the Boards of Electronic Data Systems, Inc. (NYSE), Eclipsys, Inc. (NASDAQ), and Tenet Healthcare Corporation, Inc. (NYSE) and is Chairman of the Board of the National Multiple Sclerosis Society. Mr. Kangas was elected as a Director of the Company in September 2002 and is a member of the Company’s Audit Committee and Compensation Committee. |
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Mr. McDonald was a Director of Midlantic Bank, N.A. from 1976 to December 1995, Executive Committee Chairman of Midlantic Bank, N.A. from August 1992 to December 1995 and President of Midlantic Bank, N.A. from 1976 to June 1992. He was also a Director of Midlantic Corporation to December 1995 and Vice Chairman from June 1990 to July 1992. Mr. McDonald has been a Director of the Company since 1982 and is Chairman of the Company’s Audit Committee. | ||
Mr. Robbins was a managing partner of the New York Office of Kenneth Leventhal & Company and executive committee partner, retiring from the firm in 1992. He was made a partner of Kenneth Leventhal & Company in 1973. Mr. Robbins has been a Trustee of Keene Creditors Trust since 1996. He has also been a Director and the Chairman of the Audit Committee of Raytech Corporation (NYSE) since May 2003. Mr. Robbins was elected as a Director of the Company in January 2001 and is a member of the Company’s Audit Committee. | ||
Mr. Sorsby has been Chief Financial Officer of the Company since 1996 and Executive Vice President since November 2000. From March 1991 to November 2000, he was Senior Vice President, and from March 1991 to July 2000, he was Treasurer. Mr. Sorsby was elected as a Director of the Company in 1997. | ||
Mr. Weinroth is a Managing Partner of Hudson Capital Advisors, LLC, a merchant banking firm, and is a Managing Director and Board Member of Kline Hawkes & Co., a manager of private equity funds. He is Chairman of the Board Emeritus of Core Laboratories, N.V., (NYSE), a global oil field service company where he was Chairman of the Board. He is Vice Chair of the Central Asian American Enterprise Fund. Mr. Weinroth has been a Director of the Company since 1982, is Chairman of the Company’s Compensation Committee and a member of the Company’s Audit Committee. |
Audit Committee
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management’s understanding of operating issues and the results of the Audit Department’s approximately twenty-five audits annually of the various aspects of the Company’s business. The Audit Committee authorizes staffing and compensation of the internal audit department. The Company’s Chief Accounting Officer reports directly to the Audit Committee on significant accounting issues. During the year ended October 31, 2004, the Audit Committee met on four occasions and had eight telephonic meetings. For additional information related to the Audit Committee, see “Report of the Audit Committee” below.
Compensation Committee
Nominating Committee
DIRECTOR COMPENSATION
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$94,000, Mr. Weinroth received $109,000, and Mr. Kangas received $109,000. From time to time, non-employee directors were also granted stock options, and in January of 2004, non-employee directors received an award of 15,000 options to purchase Class A Common Stock. In addition, all directors were reimbursed for expenses related to their attendance at meetings of the Board of Directors and committee meetings.
VOTE REQUIRED
(2) RATIFICATION OF THE SELECTION OF AN INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
VOTE REQUIRED
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EXECUTIVE COMPENSATION
Summary Compensation Table
Annual Compensation | Long-Term Compensation | |||||||||||||||||
Awards | Payouts | |||||||||||||||||
Name & Principal Position | Year or Period | Salary | Bonus(1) | Other Annual Compen- sation(2) | Restricted Stock Awards(3) | Number of Securities Underlying Options/ SARs(4) | LTIP Payouts | All Other Compen- sation(5) | ||||||||||
Kevork S. Hovnanian | 2004 | $ | 1,129,999 | $ | 5,566,000 | — | — | — | N/A | $ 16,633 | ||||||||
Chairman of the Board | 2003 | $ | 1,101,782 | $ | 6,128,000 | — | — | — | N/A | $ 16,414 | ||||||||
of Directors | 2002 | $ | 970,041 | $ | 4,354,000 | — | — | — | N/A | $ 15,664 | ||||||||
Ara K. Hovnanian | 2004 | $ | 1,111,022 | $ | 7,696,808 | $68,893 | $3,958,358 | 600,000 | N/A | $572,260 | ||||||||
President and Chief Executive | 2003 | $ | 1,034,029 | $ | 6,989,600 | $89,571 | $2,566,080 | 600,000 | N/A | $484,139 | ||||||||
Officer | 2002 | $ | 909,408 | $ | 3,747,800 | — | $1,927,440 | 500,000 | N/A | $181,047 | ||||||||
J. Larry Sorsby | 2004 | $ | 296,472 | $ | 998,130 | — | $ 513,324 | 50,000 | N/A | $119,958 | ||||||||
Executive Vice President | 2003 | $ | 321,283 | $ | 1,052,245 | — | $ 541,154 | 50,000 | N/A | $102,759 | ||||||||
and Chief Financial Officer | 2002 | $ | 271,266 | $ | 731,003 | — | $ 375,944 | 50,000 | N/A | $ 45,017 | ||||||||
Kevin C. Hake | 2004 | $ | 221,188 | $ | 181,411 | — | $ 93,297 | 5,000 | N/A | $ 17,284 | ||||||||
Senior Vice President/ | 2003 | $ | 207,733 | $ | 171,283 | — | $ 88,088 | — | N/A | $ 14,639 | ||||||||
Finance & Treasurer | 2002 | $ | 181,730 | $ | 130,550 | — | $ 67,140 | — | N/A | $ 8,101 | ||||||||
Robyn T. Mingle(6) | 2004 | $ | 238,766 | $ | 155,750 | — | $ 80,100 | — | N/A | $ 3,784 | ||||||||
Senior Vice President/ | 2003 | $ | 8,846 | $ | 100,000 | — | — | — | N/A | — | ||||||||
Human Resources | 2002 | N/A | N/A | N/A | N/A | N/A | N/A | N/A |
Notes:
(1) | Includes cash awards not paid until after year end. In fiscal year 2003, for A. Hovnanian, also includes 27,326 shares of Class B Common Stock with an approximate dollar value of $2,000,000, which was not received until after year end. |
(2) | Includes perquisites and other personal benefits unless the aggregate amount is less than the lesser of $50,000 or 10% of the total of annual salary and bonus reported for the named executive officer. Perquisites for A. Hovnanian in fiscal years 2004 and 2003 include $50,321 and $78,571, respectively, relating to personal use of the Company’s corporate aircraft. |
(3) | Represents the right to receive Class A Common Stock after vesting 25% a year for four years. Any executive with 20 years of service or who reaches the age of 58 becomes immediately 100% vested. Awards of restricted stock during the years ended October 31, 2004, 2003, and 2002 amounted to 108,717 shares, 108,102 shares, and 148,562 shares, respectively, for A. Hovnanian; 14,099 shares, 22,798 shares, and 28,978 shares, respectively, for J. Sorsby; and 2,563 shares, 3,712 shares, and 5,176 shares, respectively, for K. Hake. Awards of restricted stock for R. Mingle amounted to 2,200 shares during the year ended October 31, 2004. Such awards of restricted stock are presented based upon the closing price of the Class A Common Stock on the New York Stock Exchange on the date of grant. The aggregate number of shares of restricted stock held as of October 31, 2004, and the value thereof as of such date based upon the closing price of the Class A Common Stock on October 29, 2004, which was the last trading day of October 2004, on the New York Stock Exchange of $37.54, were as follows: A. Hovnanian: 624,401 shares ($23,440,014); J. Sorsby: 138,501 shares ($5,199,328); R. Mingle 2,200 shares ($82,588); and K. Hake: 14,011 shares ($525,973). |
(4) | The Company has not granted any stock appreciation rights. |
(5) | Includes accruals under the Company’s savings and investment retirement plan (the “Retirement Plan”), deferred compensation plan (the “Deferred Plan”) and term life insurance premiums for the named executive officers for the year ended October 31, 2004 as follows: |
Retirement Plan | Deferred Plan | Term Insurance | Total | |||||||||
Kevork S. Hovnanian | $ | 16,300 | $ | — | $ | 333 | $ | 16,633 | ||||
Ara K. Hovnanian | $ | 16,300 | $ | 555,000 | $ | 960 | $ | 572,260 | ||||
J. Larry Sorsby | $ | 16,300 | $ | 102,743 | $ | 915 | $ | 119,958 | ||||
Kevin C. Hake | $ | 10,150 | $ | 6,507 | $ | 627 | $ | 17,284 | ||||
Robyn T. Mingle | $ | 3,273 | $ | — | $ | 511 | $ | 3,784 |
(6) | Robyn T. Mingle began employment with the Company on October 13, 2003. |
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Individual Grants | Potential Realized Value at Assumed Annual Rates of Stock Price Appreciation for Option Term(2) | ||||||||||||||||
Number of Securities Underlying Options Granted | % of Total Options Granted to Employees in Fiscal 2004 | Exercise or Base Price Per Share | Expiration Date | ||||||||||||||
Name | 5% | 10% | |||||||||||||||
Kevork S. Hovnanian | — | — | — | — | — | — | |||||||||||
Ara K. Hovnanian | 600,000 | 49.4 | % | $ | 44.13 | 12/18/13 | $ | 16,649,985 | $ | 42,194,332 | |||||||
J. Larry Sorsby | 50,000 | 4.1 | % | $ | 44.13 | 12/18/13 | $ | 1,387,499 | $ | 3,516,194 | |||||||
Kevin C. Hake | 5,000 | 0.4 | % | $ | 32.82 | 5/20/14 | $ | 103,202 | $ | 261,533 | |||||||
Robyn T. Mingle | — | — | — | — | — | — |
Notes:
(1) | The Company has not granted any stock appreciation rights. |
(2) | The potential realizable value is reported net of the option exercise price, but before income taxes associated with exercise. These amounts represent assumed annual compounded rates of appreciation of 5% and 10% only from the date of grant to the end of the option. Actual gains, if any, on stock option exercises are dependent on future performance of the Company’s Class A Common Stock, overall stock market conditions, and the optionee’s continued employment through the vesting period. The amounts reflected in this table may not necessarily be achieved. |
October 31, 2004 and Option Values at October 31, 2004(1)
Shares Acquired On Exercise | Value Realized | Number of Securities Underlying Unexercised Options at October 31, 2004 | Value of Unexercised In-the-Money Options at October 31, 2004(2) | |||||||||||||
Name | Exercisable | Unexercisable | Exercisable | Unexercisable | ||||||||||||
Kevork S. Hovnanian | — | — | — | — | — | — | ||||||||||
Ara K. Hovnanian | — | — | 1,150,000 | 2,050,000 | $ | 39,494,438 | $ | 36,492,000 | ||||||||
J. Larry Sorsby | 80,000 | $ | 2,702,550 | 102,500 | 217,500 | $ | 3,424,163 | $ | 4,561,388 | |||||||
Kevin C. Hake | 5,000 | $ | 184,781 | 5,000 | 25,000 | $ | 172,856 | $ | 681,963 | |||||||
Robyn T. Mingle | — | — | — | — | — | — |
Notes:
(1) | The Company has not granted any stock appreciation rights. |
(2) | Based upon the closing price of the Class A Common Stock on October 29, 2004, which was the last trading day of October 2004, on the New York Stock Exchange of $37.54. |
Ten-Year Option Repricings(1)
Note:
(1) | The Company has not granted any stock appreciation rights. |
Employment Contracts and Arrangements
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Equity Compensation Plans
Equity Compensation Plan Information
Plan Category | Number of securities to be issued upon exercise of outstanding options, warrants and rights (in thousands)(1) (a) | Weighted average exercise price of outstanding options, warrants and rights (b) | Number of Securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a) in thousands)(2) (c) | |||||||||
Equity compensation plans approved by security holders | 7,249 | 7.47 | 24,279 | |||||||||
Equity compensation plans not approved by security holders | — | — | — | |||||||||
Total | 7,249 | 7.47 | 24,279 |
Note:
(1) | All securities underlying these options, warrants and rights are shares of Class A Common Stock. |
(2) | Under the Company’s equity compensation plans, securities may be issued in either Class A Common Stock or Class B Common Stock. |
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REPORT OF THE COMPENSATION COMMITTEE
Non-Employee Director Compensation Amendments
Compensation Incentives for the Company’s Executives
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Base Salary
Annual Bonus Program
Stephen D. Weinroth, Chair
Edward A. Kangas
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COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
REPORT OF THE AUDIT COMMITTEE
Membership, Independence, & Qualifications
Responsibilities of the Audit Committee & Charter
• | the overall scope and plans for such accounting firm’s respective audits of the Company, |
• | such accounting firm’s judgements as to the quality, not just the acceptability, of the Company’s accounting principles, |
• | such accounting firm’s independence from management and the Company, including matters in the written disclosures and the letter from the independent registered public accounting firm required by Independence Standards Board Standard No. 1 and received by the Company, |
• | and such other matters as are required to be discussed with the Audit Committee under generally accepted auditing standards and under Statements on Auditing Standards No. 61. |
Policies & Procedures Established By Audit Committee
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Audit and Non-Audit Services Pre-Approval Policy
Desmond P. McDonald, Chair
John J. Robbins
Stephen D. Weinroth
Edward A. Kangas
FEES PAID TO PRINCIPAL ACCOUNTANT
Audit Fees
Audit-Related Fees
Tax Fees
All Other Fees
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Pre-Approval Policies and Procedures
PRINCIPAL ACCOUNTANT INDEPENDENCE
CORPORATE GOVERNANCE
Attn: Board of Directors of Hovnanian Enterprises, Inc.
c/o Mr. Desmond McDonald, Director
Privileged & Confidential
Hovnanian Enterprises, Inc.
10 Highway 35
P.O. Box 500
Red Bank, N.J. 07701
Attn: Non-Employee Directors of Hovnanian Enterprises, Inc.
c/o Mr. Desmond McDonald, Director
Privileged & Confidential
Hovnanian Enterprises, Inc.
10 Highway 35
P.O. Box 500
Red Bank, N.J. 07701
16
PERFORMANCE GRAPHS
Source: Standard & Poor’s, a division of The McGraw-Hill Companies, Inc.
17
Source: Standard & Poor’s, a division of the McGraw-Hill Companies, Inc.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
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the fiscal year ended October 31, 2004. Neither the Company, the Chairman of the Board nor the Chief Executive Officer has a financial interest in the relative’s company from which the land was optioned.
GENERAL
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SHAREHOLDER PROPOSALS FOR THE 2006 ANNUAL MEETING
HOVNANIAN ENTERPRISES, INC.
Red Bank, New Jersey
February 7, 2005
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10 HIGHWAY 35
P.O. BOX 500
RED BANK, NJ 07701
VOTE BY INTERNET - www.proxyvote.com
Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time the day before the meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.
VOTE BY PHONE - 1-800-690-6903
Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time the day before the meeting date. Have your proxy card in hand when you call and then follow the instructions.
VOTE BY MAIL
Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Hovnanian Enterprises, Inc., c/o ADP, 51 Mercedes Way, Edgewood, NY 11717.
If you vote over the Internet or by telephone, please do not mail your card.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: | HOVNA1 | KEEP THIS PORTION FOR YOUR RECORDS |
DETACH AND RETURN THIS PORTION ONLY | ||
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. |
HOVNANIAN ENTERPRISES, INC.
Vote On Directors | |||||||||||
1. | Election of Directors. | ||||||||||
Nominees: (01) K. Hovnanian (02) A. Hovnanian (03) G. DeCesaris, Jr. (04) A. Greenbaum (05) D. McDonald | (06) J. Robbins (07) J. Sorsby (08) S. Weinroth (09) E. Kangas | For All ¡ | Withhold All ¡ | For All Except ¡ | To withhold authority to vote, mark “For All Except” and write the nominee’s number on the line below. | ||||||
Vote On Proposals | For | Against | Abstain | ||||||||
2. | Ratification of the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ended October 31, 2005. | ¡ | ¡ | ¡ | 3. | On any other matters in accordance with the discretion of the named proxies and agents, if no instructions to the contrary are indicated in items (1) and (2). | |||||
Please mark, sign, date and return the proxy card promptly using the enclosed envelope. This Proxy must be signed exactly as name appears hereon. Executors, administrators, trustees, etc., should give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer. | |||||||||||
For address changes and/or comments, please check this box and write them on the back where indicated | Yes | No | ¡ | ||||||||
Please indicate if you plan to attend this meeting | ¡ | ¡ | |||||||||
Signature [PLEASE SIGN WITHIN BOX] Date | Signature (Joint Owners) Date |
PROXY
HOVNANIAN ENTERPRISES, INC.
Class A Common Stock
This Proxy is Solicited on Behalf of the Board of Directors
The undersigned hereby constitutes and appoints Peter S. Reinhart and Paul W. Buchanan, and each of them, his true and lawful agents and proxies with full power of substitution in each, to represent the undersigned at the Annual Meeting of Shareholders of HOVNANIAN ENTERPRISES, INC. to be held in the Boardroom of Simpson Thacher & Bartlett LLP, 425 Lexington Ave., 30th floor, New York, N.Y. 10017, at 5:00 p.m. on March 8, 2005, and at any adjournments thereof, upon the matters set forth in the notice of meeting and Proxy Statement dated February 7, 2005 and upon all other matters properly coming before said meeting.
This proxy when properly executed will be voted (1) for the election of the nominees to the Board of Directors; (2) for the ratification of the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm; and (3) on any other matters in accordance with the discretion of the named proxies and agents, if no instructions to the contrary are indicated in items (1) and (2).
Address Changes/Comments: | ||
SEE REVERSE SIDE | CONTINUED AND TO BE SIGNED ON REVERSE SIDE | SEE REVERSE SIDE |
10 HIGHWAY 35
P.O. BOX 500
RED BANK, NJ 07701
VOTE BY INTERNET - www.proxyvote.com
Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time the day before the meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.
VOTE BY PHONE - 1-800-690-6903
Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time the day before the meeting date. Have your proxy card in hand when you call and then follow the instructions.
VOTE BY MAIL
Mark, sign and date your proxy card and return it in the postage-paid envel.ope we have provided or return it to Hovnanian Enterprises, Inc., c/o ADP, 51 Mercedes Way, Edgewood, NY 11717.
If you vote over the Internet or by telephone, please do not mail your card.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: | HOVNA3 | KEEP THIS PORTION FOR YOUR RECORDS |
DETACH AND RETURN THIS PORTION ONLY | ||
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. |
HOVNANIAN ENTERPRISES, INC.
Vote On Directors | |||||||||||
1. | Election of Directors. | ||||||||||
Nominees: (01) K. Hovnanian (02) A. Hovnanian (03) G. DeCesaris, Jr. (04) A. Greenbaum (05) D. McDonald | (06) J. Robbins (07) J. Sorsby (08) S. Weinroth (09) E. Kangas | For All ¡ | Withhold All ¡ | For All Except ¡ | To withhold authority to vote, mark “For All Except” and write the nominee’s number on the line below. | ||||||
Vote On Proposals | For | Against | Abstain | ||||||||
2. | Ratification of the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ended October 31, 2005. | ¡ | ¡ | ¡ | 3. | On any other matters in accordance with the discretion of the named proxies and agents, if no instructions to the contrary are indicated in items (1) and (2). | |||||
Please mark, sign, date and return the proxy card promptly using the enclosed envelope. This Proxy must be signed exactly as name appears hereon. Executors, administrators, trustees, etc., should give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer. | |||||||||||
For address changes and/or comments, please check this box and write them on the back where indicated | Yes | No | ¡ | ||||||||
Please indicate if you plan to attend this meeting | ¡ | ¡ | |||||||||
Signature [PLEASE SIGN WITHIN BOX] Date | Signature (Joint Owners) Date |
PROXY
HOVNANIAN ENTERPRISES, INC.
Class B Common Stock
This Proxy is Solicited on Behalf of the Board of Directors
The undersigned hereby constitutes and appoints Peter S. Reinhart and Paul W. Buchanan, and each of them, his true and lawful agents and proxies with full power of substitution in each, to represent the undersigned at the Annual Meeting of Shareholders of HOVNANIAN ENTERPRISES, INC. to be held in the Boardroom of Simpson Thacher & Bartlett LLP, 425 Lexington Ave., 30th floor, New York, N.Y. 10017, at 5:00 p.m. on March 8, 2005, and at any adjournments thereof, upon the matters set forth in the notice of meeting and Proxy Statement dated February 7, 2005 and upon all other matters properly coming before said meeting.
This proxy when properly executed will be voted (1) for the election of the nominees to the Board of Directors; (2) for the ratification of the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm; and (3) on any other matters in accordance with the discretion of the named proxies and agents, if no instructions to the contrary are indicated in items (1) and (2).
Address Changes/Comments: | ||
SEE REVERSE SIDE | CONTINUED AND TO BE SIGNED ON REVERSE SIDE | SEE REVERSE SIDE |
10 HIGHWAY 35
P.O. BOX 500
RED BANK, NJ 07701
VOTE BY MAIL
Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Hovnanian Enterprises, Inc., c/o ADP, 51 Mercedes Way, Edgewood, NY 11717. Voting instructions must be received not less than 3 nor more than 20 business days prior to the meeting date.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: | HOVNA5 | KEEP THIS PORTION FOR YOUR RECORDS |
DETACH AND RETURN THIS PORTION ONLY | ||
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. |
HOVNANIAN ENTERPRISES, INC.
Vote On Directors | |||||||||||
1. | Election of Directors. | ||||||||||
Nominees: (01) K. Hovnanian (02) A. Hovnanian (03) G. DeCesaris, Jr. (04) A. Greenbaum (05) D. McDonald | (06) J. Robbins (07) J. Sorsby (08) S. Weinroth (09) E. Kangas | For All ¡ | Withhold All ¡ | For All Except ¡ | To withhold authority to vote, mark “For All Except” and write the nominee’s number on the line below. | ||||||
Vote On Proposals | For | Against | Abstain | ||||||||
2. | Ratification of the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ended October 31, 2005. | ¡ | ¡ | ¡ | 3. | On any other matters in accordance with the discretion of the named proxies and agents, if no instructions to the contrary are indicated in items (1) and (2). | |||||
Please mark, sign, date and return the proxy card promptly using the enclosed envelope. This Proxy must be signed exactly as name appears hereon. Executors, administrators, trustees, etc., should give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer. | |||||||||||
For address changes and/or comments, please check this box and write them on the back where indicated | Yes | No | ¡ | ||||||||
Please indicate if you plan to attend this meeting | ¡ | ¡ | |||||||||
Signature [PLEASE SIGN WITHIN BOX] Date | Signature (Joint Owners) Date |
PROXY
HOVNANIAN ENTERPRISES, INC.
Nominee Holder of Class B Common Stock
This Proxy is Solicited on Behalf of the Board of Directors
The undersigned hereby constitutes and appoints Peter S. Reinhart and Paul W. Buchanan, and each of them, his true and lawful agents and proxies with full power of substitution in each, to represent the undersigned at the Annual Meeting of Shareholders of HOVNANIAN ENTERPRISES, INC. to be held in the Boardroom of Simpson Thacher & Bartlett LLP, 425 Lexington Ave., 30th floor, New York, N.Y. 10017, at 5:00 p.m. on March 8, 2005, and at any adjournments thereof, upon the matters set forth in the notice of meeting and Proxy Statement dated February 7, 2005 and upon all other matters properly coming before said meeting.
This proxy when properly executed will be voted (1) for the election of the nominees to the Board of Directors; (2) for the ratification of the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm; and (3) on any other matters in accordance with the discretion of the named proxies and agents, if no instructions to the contrary are indicated in items (1) and (2).
According to the certification of the beneficial owner of the shares represented by this proxy, such beneficial owner (A) has been the beneficial owner of _______ of such shares continuously since the date of their issuance or is a Permitted Transferee (as defined in paragraph 4(A)(i) of paragraph FOURTH of the Company’s amended Certificate of Incorporation) of any such beneficial owner and (B) has not been the beneficial owner of __________ of such shares continuously since the date of their issuance nor a Permitted Transferee of any such beneficial owner.
If no certification is made, it will be deemed that all shares of Class B common stock represented by this proxy have not been held continuously, since the date of issuance, for the benefit or account of the same beneficial owner of such shares or any Permitted Transferee.
Address Changes/Comments: | ||
SEE REVERSE SIDE | CONTINUED AND TO BE SIGNED ON REVERSE SIDE | SEE REVERSE SIDE |
10 HIGHWAY 35
P.O. BOX 500
RED BANK, NJ 07701
VOTE BY MAIL
Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Hovnanian Enterprises, Inc., c/o ADP, 51 Mercedes Way, Edgewood, NY 11717. Voting instructions must be received not less than 3 nor more than 20 business days prior to the meeting date.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: | HOVNA7 | KEEP THIS PORTION FOR YOUR RECORDS |
DETACH AND RETURN THIS PORTION ONLY | ||
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. |
HOVNANIAN ENTERPRISES, INC.
Vote On Directors | |||||||||||
1. | Election of Directors. | ||||||||||
Nominees: (01) K. Hovnanian (02) A. Hovnanian (03) G. DeCesaris, Jr. (04) A. Greenbaum (05) D. McDonald | (06) J. Robbins (07) J. Sorsby (08) S. Weinroth (09) E. Kangas | For All ¡ | Withhold All ¡ | For All Except ¡ | To withhold authority to vote, mark “For All Except” and write the nominee’s number on the line below. | ||||||
Vote On Proposals | For | Against | Abstain | ||||||||
2. | Ratification of the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ended October 31, 2005. | ¡ | ¡ | ¡ | 3. | On any other matters in accordance with the discretion of the named proxies and agents, if no instructions to the contrary are indicated in items (1) and (2). | |||||
Please mark, sign, date and return the proxy card promptly using the enclosed envelope. This Proxy must be signed exactly as name appears hereon. Executors, administrators, trustees, etc., should give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer. | |||||||||||
For address changes and/or comments, please check this box and write them on the back where indicated | Yes | No | ¡ | ||||||||
Please indicate if you plan to attend this meeting | ¡ | ¡ | |||||||||
Signature [PLEASE SIGN WITHIN BOX] Date | Signature (Joint Owners) Date |
PROXY
HOVNANIAN ENTERPRISES, INC.
Beneficial Owner of Class B Common Stock
This Proxy is Solicited on Behalf of the Board of Directors
The undersigned hereby constitutes and appoints Peter S. Reinhart and Paul W. Buchanan, and each of them, his true and lawful agents and proxies with full power of substitution in each, to represent the undersigned at the Annual Meeting of Shareholders of HOVNANIAN ENTERPRISES, INC. to be held in the Boardroom of Simpson Thacher & Bartlett LLP, 425 Lexington Ave., 30th floor, New York, N.Y. 10017, at 5:00 p.m. on March 8, 2005, and at any adjournments thereof, upon the matters set forth in the notice of meeting and Proxy Statement dated February 7, 2005 and upon all other matters properly coming before said meeting.
This proxy when properly executed will be voted (1) for the election of the nominees to the Board of Directors; (2) for the ratification of the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm; and (3) on any other matters in accordance with the discretion of the named proxies and agents, if no instructions to the contrary are indicated in items (1) and (2).
By signing on the reverse hereof, the undersigned certifies that (A) with respect to _________ of the shares represented by this proxy, the undersigned has been the beneficial owner of such shares continuously since the date of their issuance or is a Permitted Transferee (as defined in paragraph 4(A)(i) of paragraph FOURTH of the Company’s amended Certificate of Incorporation) of any such beneficial owner and (B) with respect to the remaining _________ sharesrepresented by this proxy, the undersigned has not been the beneficial owner of such shares continuously since the date of their issuance nor is the undersigned a Permitted Transferee of any such beneficial owner.
If no certification is made, it will be deemed that all shares of Class B common stock represented by this proxy have not been held continuously, since the date of issuance, for the benefit or account of the same beneficial owner of such shares or any Permitted Transferee.
Address Changes/Comments: | ||
SEE REVERSE SIDE | CONTINUED AND TO BE SIGNED ON REVERSE SIDE | SEE REVERSE SIDE |