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.    )

Filed by the Registrant  ☒                              Filed by a Party other than the Registrant  ☐

Check the appropriate box:

D.R. Horton, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held On

Wednesday, January 23, 201922, 2020

Dear Fellow StockholderStockholders of D.R. Horton:

You are invited to attend the 20192020 Annual Meeting of Stockholders of D.R. Horton,America’s Builder. Our 20192020 Annual Meeting will be held at our corporate offices located at: 1341 Horton Circle, Arlington, Texas 76011, on Wednesday, January 23, 2019,22, 2020, at 10:00 a.m., central time, for the following purposes:

Only stockholders of record at the close of business on Monday, November 26, 2018,December 2, 2019, are entitled to notice of and to vote at the 20192020 Annual Meeting or any adjournment thereof.

While we would like to have each of you attend the meeting and vote your shares in person, we realize this may not be possible. However, whether or not you plan to attend the meeting, your vote is very important. For convenience of our stockholders, proxies may be given either by telephone, electronically through the Internet, or by mail.

A form of proxy on which to indicate your vote by mail and an envelope, postage prepaid, in which to return your proxy are enclosed. WE URGE YOU TO COMPLETE AND RETURN YOUR PROXY BY ONE OF THESE METHODS SO THAT YOUR SHARES WILL BE REPRESENTED. If you decide later to attend the 20192020 Annual Meeting, you may revoke your proxy at that time and vote your shares in person. If you desire any additional information concerning the 20192020 Annual Meeting, we would be glad to hear from you.

Very truly yours,

DONALD R. HORTON

Chairman of the Board

Arlington, Texas

December 14, 201819, 2019

TABLE OF CONTENTS

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1341 Horton Circle

Arlington, Texas 76011

www.drhorton.com

PROXY STATEMENT

for the

20192020 ANNUAL MEETING OF STOCKHOLDERS

To Be Held On January 23, 201922, 2020

GENERAL

Time, Place and Purposes of Meeting

Our 20192020 Annual Meeting of Stockholders will be held on Wednesday, January 23, 2019,22, 2020, at 10:00 a.m., central time, at our corporate offices located at 1341 Horton Circle, Arlington, Texas. The purposes of the 20192020 Annual Meeting are set forth in the Notice of Annual Meeting of Stockholders to which this Proxy Statement is attached. D.R. Horton, Inc. is referred to as“D.R. Horton,”the“Company,” “we,”and“our”in this Proxy Statement.

Solicitation of Proxies

This Proxy Statement is furnished in connection with the solicitation of proxies by the Board of Directors of D.R. Horton. D.R. Horton expects that this Proxy Statement and the accompanying form of proxy will first be released to our stockholders of record on or about December 14, 2018.19, 2019. The cost of this solicitation will be paid by D.R. Horton. The solicitation of proxies will be made primarily by use of the mail. In addition, directors, officers and regular employees of D.R. Horton may make solicitations without special compensation by telephone, facsimile,e-mail or personal interview. They may request banks, brokers, fiduciaries and other persons holding stock in their names, or in the names of their nominees, to forward proxies and proxy materials to their principals and obtain authorization for the execution and return of such proxies to management. D.R. Horton will reimburse such banks, brokers and fiduciaries for their reasonableout-of-pocket expenses for this service.

Revocation and Voting of Proxies

Stockholders may vote by marking, signing and dating each proxy card received and returning it in the prepaid envelope, by telephone or electronically through the Internet by following the instructions included on the enclosed proxy card or by casting votes in person at the meeting. The telephone and Internet voting procedures are designed to authenticate votes cast by use of a personal identification number. The procedures, which are designed to comply with Delaware law, allow stockholders to appoint a proxy to vote their shares and to confirm that their instructions have been properly recorded. Stockholders who hold shares in “street name” through a broker or other nominee may be able to vote by telephone or electronically through the Internet in accordance with the voting instructions provided by that institution.

Any proxy given may be revoked by a stockholder at any time before it is exercised by filing with D.R. Horton a notice in writing revoking it, by duly executing and returning a proxy bearing a later date or by voting by telephone or Internet. Proxies also may be revoked by any stockholder present at the 20192020 Annual Meeting who expresses a desire to vote his or her shares in person. Each shareholder may appoint only one proxy holder or representative to attend the meeting on his or her behalf. If you require directions to our meeting, please contact our Investor Relations department at (817)(817) 390-8200. Subject to such revocation and except as otherwise stated herein or in the form of proxy, all proxies duly executed and received prior to or at the time of the 20192020 Annual Meeting will be voted in accordance with the specifications of the proxies. If no specification is made, proxies will be

proxies will be voted as follows: (i) FOR each of the nominees for election of directors(see Proposal One on page 5),(ii) FOR the adoption of the advisory resolution on executive compensation(see Proposal Two on page 57)59),and (iii) FOR ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm(see Proposal Three on page 61) 63),and at the discretion of the proxy holders on all other matters properly brought before the 20192020 Annual Meeting or any adjournment or postponement thereof.

Outstanding Shares and Voting Rights

November 26, 2018December 2, 2019 has been set as the record date for the purpose of determining stockholders entitled to notice of and to vote at the 20192020 Annual Meeting. There were 373,561,443368,832,203 shares of D.R. Horton’s common stock, $.01 par value, issued and outstanding on the record date. On any matter submitted to a stockholder vote, each holder of common stock will be entitled to one vote, in person or by proxy, for each issued and outstanding share of common stock registered in his or her name on the books of D.R. Horton as of the record date. A list of such stockholders will be available for examination by any stockholder at the offices of D.R. Horton set forth above for at least ten days before the 20192020 Annual Meeting.

Quorum Requirement

The D.R. Horton Bylaws provide that there will be a quorum if the holders of a majority of the issued and outstanding shares of common stock entitled to vote are present in person or represented by proxy. The aggregate number of votes entitled to be cast by all stockholders present in person or represented by proxy at the 20192020 Annual Meeting, whether those stockholders vote for, against or abstain from voting on any matter, will be counted for purposes of determining whether a quorum exists. Brokernon-votes, which are described below under“Vote Required,”will be considered present for purposes of determining whether a quorum exists.

Vote Required

If your shares are held in a brokerage account or by a bank or other nominee, you are considered the“beneficial owner”of shares held in“street name.”If a broker or bank holds your shares, you may have received this Proxy Statement directly from them, together with instructions as to how to direct the broker or bank to vote your shares. If you intend to have your vote counted, it is important that you return your voting instructions to your broker or bank. Under the rules of the New York Stock Exchange(“NYSE”),a broker or bank has the authority to vote on certain“routine”proposals without voting instructions from the beneficial owner. A “brokernon-vote” occurs when the broker or bank is unable to vote on a“non-routine”proposal because it does not have discretionary authority and the beneficial owner has not provided voting instructions. Brokers or banks may not vote on Proposal One or Proposal Two at the 20192020 Annual Meeting without voting instructions from the beneficial owner because those proposals arenon-routineproposals. Brokers and banks may vote on Proposal Three at the 20192020 Annual Meeting without voting instructions from the beneficial owner because this proposal isroutine.

The following table reflects the vote required for each proposal and the effect of brokernon-votes and abstentions on the vote, assuming a quorum is present at the meeting:

Stockholders Sharing the Same Address

The broker, bank or other nominee of any stockholder who is a beneficial owner, but not the record holder, of the Company’s common stock may deliver only one copy of this Proxy Statement and our Annual Report to multiple stockholders sharing an address, unless the broker, bank or nominee has received contrary instructions from one or more of the stockholders.

In addition, with respect to record holders, in some cases, only one copy of this Proxy Statement and our Annual Report will be delivered to multiple stockholders sharing an address, unless the Company has received contrary instructions from one or more of the stockholders. Upon written or oral request, the Company will deliver free of charge a separate copy of this Proxy Statement and our Annual Report to a stockholder at a shared address to which a single copy was delivered. You can notify your broker, bank or other nominee (if you are not the record holder) or the Company (if you are the record holder) that you wish to receive a separate copy of our proxy statements and annual reports in the future, or alternatively, that you wish to receive a single copy of the materials instead of multiple copies. The Company’s contact information for these purposes is: D.R. Horton, Inc., Attention: Thomas B. Montano, Vice President, Corporate Compliance Officer and Corporate Secretary, 1341 Horton Circle, Arlington, Texas 76011, telephone number: (817)(817) 390-8200, ore-mail:tbmontano@drhorton.com.

Future Stockholder Communications through the Internet

Stockholders may elect to receive future notices of meetings, proxy materials and annual reports electronically through the Internet. The consent of stockholders who have previously consented to electronic delivery will remain in effect until withdrawn. To consent to electronic delivery:

The consent to receive stockholder communications through the Internet may be withdrawn at any time to resume receiving stockholder communications in printed form.

PROPOSAL ONE

ELECTION OF DIRECTORS

Our Board of Directors currently consists of six members, five membersof whom who were elected at the 20182019 Annual Meeting and one, Maribess L. Miller, who was appointed by the Board in November 2019. Each of our directors will serve until the 20192020 Annual Meeting and until their successors have been elected and qualified.

The Nominating and Governance Committee recommended to the Board of Directors our fivesix directors as director nominees, each of whom is listed below under the heading“Nominees for Director.” After review and consideration by the Board of Directors, the Board nominated Donald R. Horton, Barbara K. Allen, Brad S. Anderson, Michael R. Buchanan, and Michael W. Hewatt and Maribess L. Miller, as recommended by the Nominating and Governance Committee, for election as directors of D.R. Horton at the 20192020 Annual Meeting.

Unless otherwise specified in the accompanying proxy, the shares voted by proxy will be voted for each of the persons named below as nominees for election as directors. Nominees who are elected as directors will be elected forone-year terms and will serve until the next annual meeting of stockholders and their successors have been elected and qualified. We do not know of any reason why any of the nominees would be unable to serve. However, if any of the nominees is unable to serve or for good cause will not serve as a director at the time of the 20192020 Annual Meeting, the Board may designate a substitute nominee or reduce the size of the Board. If the Board designates a substitute nominee, the persons named as proxies may vote “FOR” that substitute nominee.

The D.R. Horton Bylaws require that to be elected, a director nominee must receive a majority of the votes cast with respect to such nominee in uncontested elections (the number of shares voted “for” a director nominee must exceed the number of votes cast “against” that nominee). In a contested election, where the number of nominees exceeds the number of directors to be elected (which is not the case at the 20192020 Annual Meeting), the directors will be elected by a plurality of the shares present in person or by proxy and entitled to vote on the election of directors. Under the Corporate Governance Principles of the Company, any director who is not elected is required to tender his or her resignation to the Chairman of the Board within a reasonable time following certification of the vote. The Nominating and Governance Committee, which is composed of only independent directors, will consider the resignation offer and make a recommendation to the Board as to whether to accept or reject the resignation offer, or whether other action should be taken. The Board will act on the Nominating and Governance Committee’s recommendation within 90 days following certification of the election results. Thereafter, the Board will promptly publicly disclose in a report filed with the Securities and Exchange Commission(“SEC”)its decision regarding the director’s resignation offer (including the reason(s) for rejecting the resignation offer, if applicable).

The Board of Directors Unanimously Recommends that Stockholders Vote “FOR”

Each of the Following Director Nominees.

Nominees for Director

The following is a summary of certain information regarding the nominees for election as directors.

DONALD R. HORTON,age 68,69, director since 1991.Mr. Horton has been executive Chairman of the Board of D.R. Horton since it was formed in July 1991, and he was President and CEO from July 1991 through November 1998. He has been involved in the real estate and homebuilding industries since 1972, and he was the founder, sole or principal stockholder, director and president of each of D.R. Horton’s predecessor companies since their respective organization, which date from 1978 to 1990.

Key Director Qualifications.Mr. Horton’s 4041 years of extensive experience in the homebuilding industry provides valuable leadership to the Board and to the Company. Mr. Horton brings to the Board his experience as founder of the Company, Chairman of the Board and former CEO and President of the Company and its predecessor companies. Mr. Horton is also the largest individual stockholder of the Company. As founder of the Company, Mr. Horton has a unique understanding of all phases of the homebuilding business. Mr. Horton’s leadership and strategic vision provide the Board and the Company with distinct advantages in the homebuilding industry.

BARBARA K. ALLEN,age 72,73, director since 2014.    Ms. Allen has significant experience researching, analyzing and making investment decisions related to housing-related companies. Ms. Allen retired from Avondale Partners in July 2006 where she was a Partner and Housing, Construction and Retailing Analyst. From February 1997 through December 2004, she was the Home Construction, Building Materials, Home Furnishing and DIY (Do It Yourself) Retailing Analyst for Natexis Bleichroeder, Inc. Ms. Allen was a Vice President, Equity Research for Donaldson, Lufkin & Jenrette from January 1993 through January 1996. She served in other roles at Oppenheimer & Company, Kidder, Peabody, Inc., and Prudential Securities prior to January 1993. Ms. Allen has been a member of the Audit, Compensation and Nominating and Governance Committees since 2014.

Key Director Qualifications.    Ms. Allen’s extensive experience working as an analyst and consultant with housing-related companies provides valuable knowledge to the Board with regard to strategic decisions, including investment, operating and financing matters.

BRAD S. ANDERSON,age 57,58, director since 1998.Mr. Anderson has been an Executive Vice President of CBRE Group, Inc., formerly CB Richard Ellis, Inc., an international real estate brokerage company, since 2009, and he has held various positions in Phoenix, Arizona with its predecessor, CB Commercial Real Estate Group, Inc., since January 1987. He served as Interim Chairman of the Board of Continental Homes Holding Corp. from October 1997 through April 1998, when it merged intowith D.R. Horton, and he became a director of D.R. Horton at that time. Mr. Anderson is also a member of the Board of Directors and a member of the audit committee of KS StateBank, a private bank. Mr. Anderson has been a member of both our Audit and Compensation Committees since 1998, and he has been a member of the Nominating and Governance Committee since November 2003.

Key Director Qualifications.Mr. Anderson’s extensive experience working with an international real estate brokerage company allows him to bring beneficial insight and perspective to the Board, as a number of factors that affect the real estate brokerage industry also affect the homebuilding industry. Mr. Anderson also brings to the Board his valuable experience of formerly serving on another public homebuilding company’s board and serving on the Company’s Board and its Committees since 1998.

MICHAEL R. BUCHANAN,age 71,72, director since 2003.Mr. Buchanan has significant commercial banking experience with several banking institutions serving the real estate and homebuilding sectors. He retired from commercial banking in March 2002. From March 2002 to March 2003, Mr. Buchanan was engaged as a senior advisor to Banc of America Securities. From 1998 to March 2002, Mr. Buchanan was a Managing Director of Bank of America, an executive officer position in which he was head of its national real estate banking group. From 1990 to 1998, Mr. Buchanan was an Executive Vice President of NationsBank, which later merged with Bank of America. Mr. Buchanan was appointed to our Board’s Audit Committee in July 2003, Nominating and Governance Committee in November 2003 and Compensation Committee in January 2004.

Key Director Qualifications.Mr. Buchanan is a highly experienced commercial banker who served the real estate and homebuilding sectors. His experience in these areas allows him to provide the Board with both a broad-based and a granular perspective on the homebuilding industry. Mr. Buchanan also brings his experience of having served on a board of a real estate investment trust, thereby providing the Board with additional perspective on the real estate industry and serving on a board of directors.

MICHAEL W. HEWATT,age 69,70, director since 2005.Mr. Hewatt, has significant experience performinga certified public accountant, retired in 2018 from his accounting services practice in which he provided auditing and tax services as a certified public accountant. He retired as Principal Officer of Hewatt & Associates, CPAs in 2018, having worked there or at its predecessor firms since 1980. From 1971 to 1979, Mr. Hewatt worked in the tax and audit areas at Coopers & Lybrand (now PricewaterhouseCoopers LLP) and was an audit manager for five years during that period. Mr. Hewatt is a member of the American Institute of Certified Public Accountants, former member of the board of directors of the Texas Society of Certified Public Accountants and former President of the Texas Society of Certified Public Accountants —Fort— Fort Worth Chapter. Mr. Hewatt has been a director of D.R. Horton since 2005 and has been a member of the Audit, Compensation and Nominating and Governance Committees since that time.

Key Director Qualifications.Mr. Hewatt has extensive experience working as a certified public accountant for a national and local firm. This experience enables Mr. Hewatt to provide valuable perspective on accounting, auditing and tax matters to the Board and its Committees.

MARIBESS L. MILLER,age 66, director since November 2019.    Ms. Miller, a certified public accountant, gained significant experience working on public and private auditing and consulting engagements during her 34 year career at PricewaterhouseCoopers (“PwC”). Ms. Miller worked for PwC from 1975 to 2009. She was a PwC practice partner from 1984 until her retirement in 2009. From 1986 through 1995, Ms. Miller served as managing partner in PwC’s Southwest Region Healthcare Audit Practice, and she became managing partner of PwC’s US Healthcare Audit Practice from 1995 to 1998. From 1998 to 2002, Ms. Miller was PwC’s practice leader in the Southwest Region Consumer, Industrial and Energy practice. From 2002 to 2009, Ms. Miller was PwC’s North Texas Market Managing Partner. Ms. Miller currently serves on the board of directors of Zix Corporation, a NASDAQ listed publicly-traded company. She was appointed to this board position in 2010, and she also serves on the audit committee, as chair, and serves as a member of its compensation committee. Ms. Miller also currently serves on the board of directors of Triumph Bancorp, NASDAQ listed publicly-traded company. She was appointed to this board position in 2014, and she also serves on its nominating and governance committee, as chair, and serves as a member of its audit committee.

Key Director Qualifications.    Ms. Miller has extensive experience in the auditing and consulting field working for PwC on public and private company audit and consulting engagements. Ms. Miller also gained significant leadership experience as a managing partner for PwC in several key positions throughout her 34 year career. Ms. Miller also has significant board experience serving on the board of directors of public and private companies, including serving in leadership positions on committees of these boards.

Other Executive Officers

DAVID V. AULD,age 6263, is President and Chief Executive Officer of D.R. Horton, positions he has held since October 2014. Mr. Auld was Executive Vice President and Chief Operating Officer from November 2013 through October 2014. Mr. Auld was Region President overseeing the Company’s homebuilding operations in Florida, North and South Carolina, Georgia and Alabama from 2005 to 2013. From 1988 to 2005, Mr. Auld served as the Division President of the Company and its predecessor’s Orlando Division. Prior to 1988, Mr. Auld worked for Texas American Bank and General Dynamics. Mr. Auld graduated from Texas Tech University in 1978 with a bachelor of business administration degree in accounting.

MICHAEL J. MURRAY,age 52 53, is Executive Vice President and Chief Operating Officer of D.R. Horton, positions he has held since October 2014. Mr. Murray served as Senior Vice President of Business Development from 2012 through October 2014. From 2004 to 2012, Mr. Murray served as the Company’s Vice President and Controller after joining the Company in 2002 as the Director of Internal Audit. He began his career at Price Waterhouse LLP (now PricewaterhouseCoopers LLP) and then worked at several other companies in finance and

accounting roles prior to joining the Company. Mr. Murray graduated from the University of Texas at Arlington in 1988 with a bachelor of business administration degree in accounting.

BILL W. WHEAT,age 5253, is Executive Vice President and Chief Financial Officer of D.R. Horton, positions he has held since 2003. Mr. Wheat was the Company’s Senior Vice President and Controller from 2000 through 2003, after joining the Company in 1998 as an Accounting Manager. Mr. Wheat also served as a member of the Board of Directors of the Company from October 2003 through January 2011. Mr. Wheat began his career at Price Waterhouse LLP (now PricewaterhouseCoopers LLP) and then worked at The Bombay Company in several financial and accounting roles prior to joining the Company. Mr. Wheat graduated from Baylor University in 1988 with a bachelor of business administration degree in accounting and finance.

CORPORATE GOVERNANCE AND BOARD MATTERS

Corporate Governance Highlights

Our corporate governance includes the following highlights:

Board of Directors and Committees

Progressive Stockholder Rights

Active Engagement and Feedback From Investors and Others

Corporate Governance Standards

Our Board of Directors has adopted a number of standards to comply with requirements of the Sarbanes-OxleySarbanes- Oxley Act of 2002(the “Sarbanes-Oxley Act”)and the final rules of the NYSE and SEC relating to the Sarbanes-OxleySarbanes- Oxley Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act(the “Dodd-Frank Act”)and other corporate governance matters. Our Board has adopted the D.R. Horton Corporate Governance Principles, which contain a number of corporate governance initiatives designed to comply with the NYSE listing standards(the “NYSE Rules”)and the rules and regulations of the SEC(the “SEC Rules”)relating to corporate governance. The significant corporate governance initiatives adopted by the Board of Directors are discussed below.

Corporate Governance Website. The Corporate Governance Principles, can be found under the Investor RelationsCommittee Charters, Codes of Ethics and Conduct, Complaint Procedures and other Corporate Governance links ondocuments discussed in this Proxy Statement have been posted to our website at www.drhorton.com.investor.drhorton.comunder theCorporate GovernanceandGovernance Documentslinks.

Qualifications and Characteristics for Directors

The Nominating and Governance Committee utilizes a variety of methods for identifying nominees for director, including considering potential director candidates who come to the Committee’s attention through current officers, directors, professional search firms, stockholders or other persons. Once a potential nominee has been identified, the Nominating and Governance Committee evaluates whether the nominee has appropriate qualifications and characteristics to become a director in light of the currentmake-up of the Board of Directors. We do not have a formal or informal diversity policy regarding the selection or qualification of directors. Wedirectors; however, we believe that appropriate director qualifications and characteristics include having directors with diverse backgrounds, education, experiences, expertise and perspectives. These qualifications and characteristics are discussed below.

Key Qualifications and Experiences.    As a leading national homebuilding company, we believe certain qualifications and experiences are important to the overall composition of our Board. We do not require that each director possess each of the qualifications listed below, but rather we look to whether our Board as a whole possesses these qualifications.

Real Estate Experience.We seek to have directors with expertise or key experience in the real estate industry, which includes experience in homebuilding, land development, real estate brokerage and sales, commercial development and leasing, financing and banking in the real estate industry or experience in analyzing or consulting in these key areas. These key qualifications enable our Board to understand key operational aspects related to our business of running a national homebuilding company.

Business, Management, Accounting and Finance Experience.    We seek to have directors with expertise or key experience in business, management, accounting, finance or similar positions. We believe these key qualifications are important to the Board as it oversees risks in the Company’s key functional areas of homebuilding operations, financing and liquidity, financial reporting, internal control and regulatory compliance.

Strategic Vision and Leadership.    We seek to have directors with expertise or key experiences in positions that require strategic vision, leadership and decision making. We believe directors acquire these key qualifications through experience as executives, managers, entrepreneurs, business owners, directors, consultants, analysts or advisors. We believe these key qualifications are important to the Board, as directors with these attributes provide sound business judgment, leadership and strategic vision to the Board and the Company.

The key qualifications possessed by our nominees are discussed under each nominee’s name and profile beginning on page 6.

Key Characteristics.    In addition to the key qualifications and experiences discussed above, we also believe each member of the Board of Directors should have the following minimum characteristics:

Retirement Age Policy

On January 25, 2007, our Board adopted a retirement policy for directors. Under the policy, directors may not stand forre-election after they have reached the age of 75. Directors serving on the Board on January 25, 2007, which include all current directors other than Barbara K. Allen and Maribess L. Miller, are exempt from this policy.

Majority Vote Standard and Resignation Policy

The Company’s Bylaws provide that in an uncontested election of directors, a director nominee must receive a majority of the votes cast to be elected. Any current director who is notre-elected is required to tender his or her resignation to the Chairman of the Board within a reasonable time following certification of the vote. Details regarding the majority vote standard and resignation policy are discussed under“Proposal One — Election of Directors”on page 5.

Procedures for Nominating or Recommending for Nomination Candidates for Director

Our Bylaws provide, outside of the proxy access process, that any stockholder may make nominations for the election of directors if notice of such nominations is delivered to the principal executive offices of D.R. Horton not later than the close of business on the 90th calendar day or earlier than the close of business on the 120th calendar day prior to the first anniversary of the preceding year’s annual meeting. However, in the event that the date of the annual meeting is changed by more than 30 calendar days from the anniversary date of the preceding year’s meeting, for notice by the stockholder to be timely, it must be so delivered not earlier than the close of business on the 120th calendar day prior to such meeting and not later than the close of business on the later of the 90th calendar day prior to such meeting or the 10th calendar day following the day on which public disclosure of the date of such meeting is made. Such public disclosure is defined to mean a press release reported by the Dow Jones News Service, Associated Press or a comparable national news service or a document publicly filed by the Company with the SEC pursuant to Sections 13, 14 or 15(d) of the Securities Exchange Act of 1934, as amended(the “Exchange Act”).In addition, the notice must include information specified in our Bylaws, including information concerning the nominee, the stockholder and the beneficial owner, as the case may be. Because no such nominations have been made in accordance with our Bylaws, only the nominations of the Board of Directors may be voted upon at the 20192020 Annual Meeting.

On November 2, 2017, the Board of Directors adopted proxy access, which allows a stockholder or group of up to 20 stockholders owning in the aggregate 3% or more of D.R. Horton’s outstanding shares continuously for at least three years to nominate and include in the proxy materials director nominees constituting up to 20% of the number of directors in office, provided the stockholder(s) and nominee(s) satisfy the requirements in our Bylaws. In order for a stockholder or group of stockholders to nominate a director candidate to be included in D.R. Horton’s proxy materials, notice of such nomination must be delivered to the principal executive offices of D.R. Horton not later than the close of business on the 120th calendar day or earlier than the close of business on the 150th calendar day prior to the first anniversary of the date that the definitive proxy statement was first

outlined in our Bylaws and described above. Each notice must set forth the same information required by our Bylaws to submit a nomination. All recommended candidates shall, at a minimum, possess the characteristics for directors discussed above. The Nominating and Governance Committee may request additional information to assist in the evaluation of the candidacy of such person.

Director Independence

Our Board of Directors is composed of a majority of independent directors in accordance with the NYSE Rules. Our Board made the independence determination of its members based on the“Independence Standards”discussed below.

Our Board has adopted a set of“Independence Standards,”consistent with the NYSE Rules, to aid it in determining whether a member of the Board is independent under the NYSE Rules. In accordance with these Independence Standards, a director must not have a direct or indirect material relationship with the Company or its management, other than as a director. The Independence Standards specify the criteria by which the independence of our directors will be determined, including strict guidelines for directors and their immediate family members with respect to past employment or affiliation with the Company, its management or its independent auditor.

The Independence Standards are contained in the Corporate Governance Principles set forth on our website, www.drhorton.com, under the Investor Relations and Corporate Governance links. These include the following:

Audit Committee Independence, Financial Literacy and Audit Committee Financial Expert

In addition to being independent based on the Independence Standards, the NYSE Rules require that each member of an audit committee satisfy additional independence and financial literacy requirements and at least one of these members must satisfy the additional requirement of having accounting or related financial management expertise. This additional requirement can be satisfied by the Board determining that at least one Audit Committee member is an“audit committee financial expert”within the meaning of the SEC Rules. Accordingly, the Corporate Governance Principles contain a set of standards that relate to audit committee independence, financial literacy and audit committee accounting and financial management expertise. Generally, the additional independence standard provides that (i) a member of the Audit Committee or his or her immediate family members are prohibited from receiving any direct or indirect compensation or fee from the Company, its subsidiaries or its affiliates, other than in his or her capacity as a member of the Audit Committee, the Board or any other committee of the Board, and (ii) he or she may not be an affiliated person of the Company or any of its subsidiaries. Generally, the financial literacy standard provides that the Board, in its business judgment, shall determine if each member is financially literate, taking into account factors such as the member’s education, experience and ability to read and understand financial statements of public companies.

Audit Committee Financial Expert Attributes: Also, audit committee financial experts must have five additional attributes, which are (i) an understanding of generally accepted accounting principles and financial statements, (ii) the ability to assess the general application of such principles in connection with the accounting for estimates, accruals and reserves, (iii) experience preparing, auditing, analyzing or evaluating financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of issues that can reasonably be expected to be raised by the Company’s financial statements, or experience actively supervising one or more persons engaged in such activities, (iv) an understanding of internal control over financial reporting and (v) an understanding of audit committee functions. Altogether, attributes (i) through (v) are referred to as the“Financial Expert Attributes.”The audit committee financial expert standardsFinancial Expert Attributes are set forth in the Corporate Governance Principles.

Compensation Committee Independence

In addition to being independent based on the Independence Standards, the NYSE Rules require that each member of a compensation committee satisfy additional independence requirements. The NYSE Rules require that the Board consider all factors specifically relevant to determining whether a director has a relationship to the Company that is material to that director’s ability to be independent from management in connection with the duties of a compensation committee member, including, but not limited to (i) the source of compensation of such director, including any consulting, advisory or other compensatory fee paid by the Company to such director and (ii) whether such director is affiliated with the Company, a subsidiary of the Company or an affiliate of a subsidiary of the Company.

Board Determinations

Independence and Financial Literacy: Based on the independence financial literacy and financial expertliteracy standards discussed above, the Board has determined that Barbara K. Allen, Brad S. Anderson, Michael R. Buchanan, and Michael W. Hewatt and Maribess L. Miller are

imposed on such persons as members of the Audit Committee or the Board of Directors in the absence of such designation, and such designation does not affect the duties, obligations or liabilities of any other member of the Audit Committee or the Board of Directors.

The Board also determined that Mr. Horton, a director nominee, is not independent because he is an executive officer.

Code of Ethical Conduct for the CEO, CFO and Senior Financial Officers

In accordance with SEC Rules, the Audit Committee and the Board have adopted theCode of Ethical Conduct for the CEO, CFO and Senior Financial Officers. The Board believes that these individuals must set an exemplary standard of conduct for D.R. Horton, particularly in the areas of accounting, internal accounting control, auditing and finance. The ethics code sets forth ethical standards the designated officers must adhere to and other aspects of accounting, auditing and financial compliance. The full text of theCode of Ethical Conduct for the CEO, CFO and Senior Financial Officers has been posted to the Company’s website, www.drhorton.com, under the Investor Relations and Corporate Governance links. Information relating to any amendment to or waiver of a provision of theCode of Ethical Conduct for the CEO, CFO and Senior Financial Officerswill be disclosed on the website within four business days of such amendment or waiver.

Corporate Code of Business Conduct and Ethics

The Board of Directors has adopted aCorporate Code of Business Conduct and Ethicsfor employees and directors of D.R. Horton in accordance with the NYSE Rules. The Board adopted theCorporate Code of

reports these and all other communications to the Board on a quarterly basis. Further information may be obtained on the Company’sthough our website atinvestor.drhorton.comunder the Investor Relations and Corporate GovernanceandGovernance Documentslinks.

Our executive management team actively engages in communications throughout the year with stockholders of all ownership levels. Generally these communications involve participating in investor presentations and question and answer sessions, meeting with investors and stockholdersone-on-one and in small groups, and responding to investor and stockholder letters, emails and telephone calls. Management’s discussions with stockholders and the investment community address numerous aspects of our business and matters of importance or concern to our stockholders. When investors or stockholders ask our executive team to share an observation, question or comment with our Board, they do, so that the Board can then consider the matter as part of its governance responsibilities.

Board Leadership Structure, Board’s Role in Risk Oversight and Board and Committee Meetings

Board Leadership Structure

Our Board of Directors operates under the leadership of our executive Chairman of the Board and founder, Donald R. Horton. Mr. Horton has been executive Chairman of the Board of the Company and its predecessor companies since 1978. We do not have a policy that requires the positions of Chairman of the Board and CEO be separated,separate, but we have had a separate Chairman of the Board and CEO since 1998. We believe the separation of these positions is appropriate at this time as it allows our executive Chairman to focus on overall strategy and

before financial resources are authorized for this purpose. Corporate approval includes review by corporate legal and accounting personnel and approval by our Chairman, CEO or executive officers. Our chief financial officer and chief legal officer both report to the Board regarding our process of reviewing, approving and funding land and lot acquisitions. We believe this process adequately manages the risk related to our land and lot acquisitions.

Financing and Liquidity.    Our financing and liquidity positions may fluctuate due to changes in the homebuilding industry and in home sales demand. Our Board oversees financing and liquidity risk by regularly monitoring our financial and liquidity position to ensure we maintain the financial resources needed to fund our homebuilding operations and other financing and operating expenses. At each quarterly meeting, management reviews information related to the Company’s financial and liquidity position with the Board, which includes projected short and long-term financing and liquidity needs. To further manage risk in this area, the Board approves a limit on the amount of debt and equity that may be repurchased each year. Any debt or equity issuance or debt or equity repurchase above the approved limit must be separately approved by the Board. We believe these procedures provide adequate risk oversight of financing and liquidity matters affecting the Company.

Financial Reporting, Internal Control and Regulatory Compliance.

Audit Committee Risk Oversight.    The Audit Committee of the Board provides risk oversight with respect to financial reporting, internal control over financial reporting, internal audit and related regulatory compliance matters. Each quarter, our Audit Committee discusses with our independent auditor its review of our interim financial information and, after our fiscalyear-end, discusses its audit of our annual consolidated financial

Nominating and Governance Committee

The members of the Nominating and Governance Committee are Michael R. Buchanan, Barbara K. Allen, Brad S. Anderson, andMichael R. Buchanan, Michael W. Hewatt and Maribess L. Miller, with Mr. BuchananMs. Miller serving as ChairmanChair and Presiding Director. Each committee member has been determined by the Board to be independent in accordance with the NYSE Rules. During fiscal 2018,2019, the Nominating and Governance Committee met six times and took one action by written consent, and each member attended at least 83%all of the total Nominating and Governance Committee meetings.meetings in person or by telephone conference.

The Nominating and Governance Committee Charter has been posted to the Company’s website under the Investor Relations and Corporate Governance links. The Nominating and Governance Committee’s primary purpose is to provide assistance to the Board of Directors in fulfilling its responsibility to the stockholders by:

Compensation Committee

The members of the Compensation Committee are Barbara K. Allen, Brad S. Anderson, Barbara K. Allen, Michael R. Buchanan, and Michael W. Hewatt and Maribess L. Miller, with Mr. AndersonMs. Allen serving as Chairman.Chair. Each Compensation Committee member has been determined to be independent under the NYSE Rules, an “outside director” under Section 162(m) of the Code, and a“non-employee director” under RuleRule 16b-3 under the Exchange Act. During fiscal 2018,2019, the Compensation Committee met eightseven times and took oneno action by written consent, and each member attended all of the meetings in person or by telephone conference.

The Compensation Committee Charter has been posted to the Company’s website under the Investor Relations and Corporate Governance links. The Charter provides that the Compensation Committee shall assist the Board of Directors in discharging its responsibility to the stockholders with respect to the Company’s compensation programs and compensation of the Company’s executive officers.

The duties and responsibilities of the Audit Committee are set forth in its Charter. The Audit Committee’s primary purposes are to:

Further discussion regarding the Audit Committee’s processes and procedures regarding the Company’s audited consolidated financial statements for the year ended September 30, 20182019 and other matters are discussed in the Audit Committee Report on page 6062 of this Proxy Statement.

Compensation of Directors

Our Board of Directors approves the annual compensation and fees paid to ournon-management directors, each of whom, other than Ms. Miller who was appointed after our 2019 fiscalyear-end,is listed in the“Director Compensation for Fiscal 2018”2019”table. The Board has strivedBoard’s goal is to setnon-management director compensation at a reasonable level of cash and equity compensation. The total annual compensation of directors has varied primarily due to the granting of long-term equity awards in certain years. Our Chairman, a member of executive management, does not receive any additional compensation for serving on the Board of Directors.

Director Fees Paid in Cash.    In fiscal 2018,2019, eachnon-management director received $15,000 for each Board meeting attended in person or by telephone conference, paid quarterly and not to exceed $60,000 per year. In addition, eachnon-management director who served on a committee of the Board of Directors received an annual fee of $5,000 per committee, paid quarterly, and eachnon-management director who served as the ChairmanChair of a committee of the Board of Directors received an annual fee of $2,500 per committee, paid quarterly.

Director Retainer Fees Paid in Restricted Stock Units.    In the past, ournon-management directors have received retainer fees paid in the form of restricted stock units that vest annually in equal installments over three years. The retainer fees paid in restricted stock units are granted in3-year increments. In January 2016,2019, Ms. Allen, Mr. Anderson, Mr. Buchanan and Mr. Hewatt each received 12,000 of such retainer fee restricted stock units.

Director Compensation for Fiscal 20182019

As of September 30, 2018,2019, eachnon-management director held the following number of unvested restricted stock units:

BENEFICIAL OWNERSHIP OF COMMON STOCK

Management

The following table shows the beneficial ownership of the common stock of D.R. Horton as of November 26, 2018December 2, 2019 by (i) each director, (ii) each named executive officer, and (iii) all directors and executive officers as a group. Unless stated otherwise, the shares are owned directly and the named beneficial owners possess sole voting and investment power with respect to the shares set forth in the table. The address for each beneficial owner in the table below is c/o D.R. Horton, Inc., 1341 Horton Circle, Arlington, Texas 76011.

The beneficial ownership also includes the following restricted stock units that vest on or within 60 days after November 26, 2018:December 2, 2019: Ms. Allen: 4,000, Mr. Anderson: 4,000, Mr. Buchanan: 4,000, and Mr. Hewatt: 4,000.

For all directors and executive officers as a group, these stock options and restricted stock units represent an aggregate of 1,628,0001,142,500 shares.

Certain Other Beneficial Owners

Based on Schedule 13G filings under the Exchange Act, available as of November 26, 2018,December 2, 2019, the only other known beneficial owners of more than 5% of D.R. HortonHorton’s outstanding common stock outstanding were the following.

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Overview

Our Compensation Committee strives to design a fair and competitive compensation program for executive officers that will attract, motivate and retain highly qualified and experienced executives, reward superior performance and provide incentives that are based on the performance of the Company, with an overall emphasis on maximizing our long-term stockholder value. Our executive compensation program consists of several components, including base salaries, cash bonuses, performance-based equity awards, time-based equity awards, deferred compensation plans and retirement benefits. This compensation discussion and analysis provides information regarding our compensation objectives, the relationship between the components of our compensation program and our objectives, and factors considered by the Compensation Committee in establishing fiscal 2019 compensation levels for our named executive officers. Our fiscal 20182019 named executive officers are:

Executive Summary – Key Operating and Financial Results

The homebuilding business requires long-term planning and implementation of operating strategies over several years to deliver successful operating and financial results. Accordingly, in the table below and summary that follows, we set forth key operating and financial results of the Company for fiscal years 2019, 2018 2017 and 2016.2017. For the 1718^th consecutive fiscal year, we closed more homes than any other homebuilder in the United States. Ourpre-tax income increased in fiscal 2018 compared to fiscal 2017 and 2016, and we2019 was $2.1 billion with apre-tax profit margin of 12.1%. We believe our business is well-positioned for the future based on our land and finished lot position, inventory of available homes, strong balance sheet and liquidity position and broad geographic operating base. The fiscal 20182019 compensation received by our executives reflects their contributioncontributions to the Company’s improvedstrong financial and operating results.

Key results in fiscal years 2019, 2018 2017 and 2016:2017:

Key operating and financial results as of and for our fiscal 2018,year ended September 30, 2019 as compared to fiscal 20172018 were as follows:

The improvement in ourOur operating and financial results over the last three fiscal years reflects areflect our consistent focus on the fundamentals of our business across the markets in which we operate. We manage our business at the community level in each of our markets to achieve an optimal balance of sales pace and pricing to maximize the returns on our inventory investments. For a more detailed discussion of our fiscal 20182019 financial results, including the calculation of homebuilding return on inventory and homebuilding debt to total capital, please see the section entitled“Management’s Discussion and Analysis of Financial Condition and Results of Operations”on pages 27 through 6254 of our Annual Report on Form10-K filed with the SEC on November  16, 2018.25, 2019.

Executive Compensation Objectives

Our primary compensation objectives are to:

As a leading national homebuilding company, we employ key executives who have delivered strong results in a competitive and challenging homebuilding market. Our key executives have experience in both up and down cycles in the homebuilding industry. The Compensation Committee considers this type of experience to be very valuable due to the cyclical nature of the homebuilding industry. Because of the past performance of our key executives, they may encounter other professional opportunities due to the extensive experience gained during their employment with us. We believe that to maintain our position as a leader in the homebuilding industry and to serve our stockholders’ interests, the Company must provide executive compensation programs that continually motivate and are effective in retaining our executives. As a result, we provide competitive compensation packages.

With the goal of maximizing long-term stockholder value, we believe it is important to have a significant portion of executive compensation tied to attaining both short and long-term performance goals. In addition to the financial performance of the Company, we also consider certain objective and subjective factors when reviewing an executive’s value. These factors include the number of years with the Company, significance of job function, ability to analyze and make effective decisions regarding significant business and financial objectives, effectiveness of their work as part of the executive management team and their ability to lead our employees. By placing importance on these qualities, we are aligning individual and corporate performance with the compensation that is ultimately paid for performance. Due to the significant number of years of dedicated service

our executives have with us, the Board of Directors and Compensation Committee have chosen not to pursue written employment agreements with our executives. Based on the Compensation Committee’s continual review of market trends occurring in our industry, we believe our cash and equity compensation programs are effective in allowing us to motivate and retain our executives.

Components of Compensation

Based on the executive compensation objectives discussed above, the Compensation Committee focuses our executive compensation program on three primary components: (i) cash, (ii) performance equity, and (iii) time- based equity (generally vesting subject to continued employment), including the following:

Cash Component:

Performance Equity Component:

Time-Based Equity Component:

The Compensation Committee exercises its judgment when reviewing and setting the total mix of compensation related to cash compensation and equity compensation. Each year, the Compensation Committee reviews the mix of short-term cash compensation and long-term equity compensation. The Compensation Committee noted that in fiscal 2019, the value of cash compensation for certain of its named executive officers was greater than the value of the equity compensation. However, our Compensation Committee believes it has awarded robust long-term performance equity and time-based equity incentives to our executives which provide strong equity incentives to our executives to drive long-term financial and operating performance. The Compensation Committee will continue to monitor the mix of cash and equity compensation with a view toward having the appropriate mix of each component.

Advisory Vote and Process for Determining Compensation

20182019 Advisory Vote on Executive Compensation

At our last Annual Meeting of Stockholders held on January 24, 2018,23, 2019, our stockholders voted in favor of a resolution to approve, on an advisory basis, the compensation of the Company’s named executive officers disclosed in the Compensation Discussion and Analysis, the Summary Compensation Table and the related compensation tables, notes and narrative in our Proxy Statement for the Company’s 20182019 Annual Meeting of Stockholders. Approximately 95.50%83% of votes cast voted in favor of the advisory vote on executive compensation. Although still showing significant support, this was a decline in our shareholder support from previous years. The Compensation Committee evaluated the results of the 20182019 advisory vote and did not make anymade the following changes to our executive compensation program and policies as a resultor clarifications.

Authority and Role of Compensation Committee

Our Compensation Committee evaluates performance, approves compensation for our Chairman and our CEO and makes compensation recommendations to the Board with respect to other named executive officers. The Compensation Committee also administers our equity programs,program, which includeincludes awards under our 2006 Stock Incentive Plan and all other compensation plans that are intended to qualify as performance-based.Our equity and compensation plans are discussed under the heading “Incentive Bonus Plans” on page 40.41. Our Compensation Committee has the authority to delegate any or all of its responsibilities to a subcommittee of the Compensation Committee comprised of at least two members and, in certain other circumstances, to any other committee of directors of the Company. The duties of the Compensation Committee are summarized under the heading“Compensation Committee”on page 1719 and are more fully set forth in the Compensation Committee Charter, which is available on our website under the Investor Relations and Corporate Governance links.Charter.

Role of Chairman and Chief Executive Officer

Our Chairman and our CEO review and discuss salary and bonus compensation of our other named executive officers and our Chairman makes recommendations to the Compensation Committee regarding the

Counsel and Secretary using information from Equilar’s database and from the data in executive compensation discussions and tables in publicly filed proxy statements. When determining peer group averages, rankings and medians, we include our Company and each company in our peer group in the rankings and computations. Our peer group may change from year to year based on the discretion of the Compensation Committee or other events such as mergers and acquisitions. Our Compensation Committee considers factors such as market capitalization, competition in our markets and mergers and consolidations when determining our peer group. ForOur peer group for fiscal 2019 remained unchanged from fiscal 2018 our peer groupand consisted of the following publicly-traded homebuilding companies that had market capitalizations ranging from approximately $1.6$2.1 billion to $15.1$17.6 billion at September 30, 2018.2019. Our market capitalization on that date was $15.9$19.4 billion.

CalAtlantic Group was removed from our peer group following its merger with LennarOutline of Executive Compensation Actions

For fiscal 2019, the Compensation Committee took actions on matters related to executive compensation as outlined below. These executive compensation components are discussed in February of 2018.more detail under the referenced headings in this“Compensation Discussion and Analysis”section.

ComponentsBase Salaries– The Board and Compensation Committee set and paid base salaries. See the heading“Base Salaries – Named Executive Officers”below.

Cash Bonuses– The Compensation Committee reviewed and awarded cash bonuses in fiscal 2019. See the headings“2019 Fiscal Year –Pre-Tax Income Performance Bonus Results and Payout”on page 30 and“2019 Fiscal Year – Annual Discretionary Performance Bonus” on page 30.

Performance Restricted Stock Units– The Compensation Committee reviewed the level of performance goals achieved for the 2019 Performance RSUs and settled these awards in shares of common stock for Mr. Horton, Mr. Auld and Mr. Murray. See the heading“2019 Performance Restricted Stock Units – RankingResults and Vesting at September 30, 2019”on page 33.

Time-Based Restricted Stock Units– The Compensation Committee approved and granted time-based RSUs to our executive officers and other key employees in fiscal 2019. See the heading “Equity Compensation: Performance and Time-Based” on pages 31 and 32.

Cash Compensation: Base Salaries and Performance Bonuses

Base Salaries – Named Executive Officers

Base salaries for our executive officers provide a fixed or base level of compensation. When setting base salaries for our executives, we considered the following factors:

Base salaries for our named executive officers for fiscal 2017,2020, 2019, and 2018 and 2019 are set forth in the following table:

fiscal 2018)2019). The hurdle or threshold for achieving an annual incentive bonus was the attainment ofpre-tax income. If nopre-tax income was attained, then no bonus would be paid under the annual incentive bonus opportunity.Pre-Tax Income Performance Bonus. The bonuses paid under this program are paid in cash.

At the beginning of fiscal 2018,2019, the Compensation Committee decided to continue to use 0.6% ofpre-tax income for Mr. Horton, 0.4% for Mr. Auld and 0.15% for Mr. Murray as the maximum bonus under this performance goal.thePre-Tax Income Performance Bonus. The Committee’s decision was based on its determination that if the maximum bonus wasprojected pre-tax income is achieved, the Pre-Tax Income Performance Bonus paid as calculated on estimated projections of the Company’spre-tax income, the amountto our executives would be reasonable and in relation toline with the goal achievedfinancial and reasonableoperating metrics attained by the Company when it has strong pre-tax income and profitability as reflected in relation toour key results under the Company’s goal of containing overall SG&A expense.heading “Key results in fiscal years 2019, 2018 and 2017” on page 24.

The percentage chosen for the annual incentive bonus opportunityPre-Tax Income Performance Bonus is not based on any formulaic methodology. For fiscal 2018,2019, the Compensation Committee believed that by using a percentage ofpre-tax income, we would incent our Chairman, CEO and COO to achieve higher levels ofpre-tax income resulting in higher profitability, which aligns their interests with those of our stockholders. By using annualpre-tax income as a performance goal, we balanced the mix ofbelieve this drives short-term performance period compensation with thewhich we believe over time will lead to better long-term performance period compensation of restricted stock units.performance. Because the selection of 0.6%, 0.4% and 0.15% as the maximum percentages was a subjective determination, and not one based on any formulaic method or benchmark other than

was not based on specific quantitative formulas, percentages or numerical weightings, but rather was related to subjective evaluations of the Company’s level of profitability relative to the prior year, job performance and the level of retention risk related to the Company’s ability to continue to employ Mr. Wheat as our CFO. The amount of discretionary bonus awarded to Mr. Wheat was not benchmarked or tied to any other performance metrics or pay of similar executives at peer companies, although the Compensation Committee did generally review the pay of chief financial officers in our peer group.

Mr. Wheat’s responsibilities within the Company were considered when determining the amount of his discretionary bonus. As Executive Vice President and CFO, Mr. Wheat works closely with our Chairman, CEO and COO in setting operational and financial strategies for our operations, communicating and implementing such strategies across the Company, analyzing and monitoring the Company’s performance and reviewing and approving investments in land and lots. These operational strategies include our homebuilding and financial services business plans and incentive compensation, land and lot investment criteria, level of homes in inventory, expense levels, capital structure and liquidity goals, among others. Mr. Wheat also provides executive management direction and oversight to the financial services operations and serves as a director on the boards of the Company’s mortgage and insurance subsidiaries.

2019 Performance Restricted Stock Units – Ranking Results and Vesting at September 30, 20182019

Chairman, Chief Executive Officer and Chief Operating Officer.    In November 2018, Mr. Horton received 212,500 shares of common stock based2019, the Compensation Committee reviewed the performance achieved on a target number of 200,000the performance restricted stock units (“2018 Performance RSUs”) granted in November 2015.2016 (the “2019 Performance RSUs”) to Mr. Horton, Mr. Auld received 106,250 shares of common stock based on a target number of 100,000 2018and Mr. Murray. The 2019 Performance RSUs granted. Mr. Murray received 31,875 shares of common stock based onhad a target number of 30,000 2018 Performance RSUs granted. Thethree-year performance period for the 2018 Performance RSUs was the three-year period of October 1, 2015 to2016 through September 30, 20182019 (the “(the “20182019 Performance Period”Period”). The 20182019 Performance RSUs vested based on achieving performance under the following four performance goals (“Performance Goals”): in the table below. The number of shares earned and paid are set forth in the table under the heading“2019 Performance RSUs Final Results—Earned and Paid”on page 37.

The following table sets forth the potential performance adjustments that could have been made to the 20182019 Performance RSUs based on the final performance rankings of the peer group and the Company.

20182019 Performance RSUs

Potential Performance Adjustments as a Percentage of Target

DonaldDonald R. Horton

20182019 Performance RSUs

Potential Performance Adjustments as a Percentage of Target

David V. Auld

20182019 Performance RSUs

Potential Performance Adjustments as a Percentage of Target

MichaelMichael J. Murray

As set forth in the rankings tables above, the target number of 2018 Performance RSUs could have been increased to a maximum of 400,000 for Mr. Horton, 200,000 for Mr. Auld and 60,000 for Mr. Murray upon maximum achievement of each of the four Performance Goals and decreased to a minimum of zero for Mr. Horton, Mr. Auld and Mr. Murray in the event of below threshold achievement of each of the four Performance Goals. For the 2018 Performance RSUs, the Company’s peer group consisted of the following publicly-traded homebuilding companies: Beazer Homes USA, Hovnanian Enterprises, KB Home, Lennar, M.D.C. Holdings, Meritage Homes, NVR, PulteGroup, and Toll Brothers. When the 2018 Performance RSUs were granted, CalAtlantic Group was included in the peer group. When CalAtlantic Group merged into Lennar in February 2018, they were removed from the peer group. Each 2018 Performance RSU represented the contingent right to receive one share of common stock if vesting was satisfied. The 2018 Performance RSUs had no rights to dividends or voting prior to vesting and payout in common stock.

Vesting of the 2018 Performance RSUs with respect to the TSR Performance Goal was determined after the 2018 Performance Period based on a comparison of the Company’s TSR to the S&P 500 Index’s TSR as computed by Standard and Poor’s using their TSR methodology. Vesting of the 2018 Performance RSUs with respect to the ROI, SG&A and GP Performance Goals was determined after the 2018 Performance Period based on the relative ranking of the Company’s performance on each Performance Goal to each peer group company’s performance on each Performance Goal.