NVR INC — Proxy Solicitation & Information Statement 2012

Apr 27, 2012

DEFA14A 1 d344288ddefa14a.htm DEFA14A DEFA14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES

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NVR, Inc.

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During 2011, Mr. Alfred E. Festa, who is the Chairman and Chief Executive Officer of W.R. Grace (“Grace”), attended fewer than 75% of the meetings of our Board and the Board committees on which he serves. Mr. Festa serves on the Audit Committee, the Nominating Committee and the Qualified Legal Compliance Committee. The Audit Committee and the Nominating Committee, as well as the full Board, held meetings on February 22, 2011, and Mr. Festa was unable to attend any of these meetings due to an illness. The Board of Directors and all three committees on which Mr. Festa serves also held meetings on November 3, 2011. Mr. Festa was unable to attend these meetings because they conflicted with a previously scheduled meeting of Grace’s board of directors. Mr. Festa has been a director of NVR since December 1, 2008, and prior to 2011, never missed a meeting of NVR’s Board or any committee on which he served.

In the Board’s consideration to unanimously recommend that the shareholders vote FOR Mr. Festa as a director, the Board concluded that Mr. Festa’s 2011 absences were unavoidable and further considered Mr. Festa’s exemplary track record and significant contributions made to NVR since joining our Board in 2008.