2009 Proxy Statement

Table of Contents
General Information
Voting Information
Corporate Governance and Board Matters
Access to Corporate Governance Documents
Communications with the Board
Board Committee Composition and 2008 Fiscal Year Meetings
Board Committee Responsibilities and Related Matters
Director Qualifications
Director Independence
Consideration of Director Candidates
Director Compensation
Items of Business
Proposal 1: Election of Directors
Proposal 2: Ratification of Appointment of Independent Registered Public Accounting Firm
Background to Proposals 3 and 4
Proposal 3: Adopt the Protective Amendment to KB Home’s Restated Certificate of Incorporation
Proposal 4: Approve the Successor Rights Plan
Certain Considerations Related to the Protective Amendment and the Successor Rights Plan
Proposal 5: Approve the KB Home Annual Incentive Plan for Executive Officers
Proposal 6: Stockholder Proposal
Proposal 7: Stockholder Proposal
Proposal 8: Stockholder Proposal
Ownership of KB Home Securities
Ownership of Directors and Management
Beneficial Owners of More Than Five Percent of Our Common Stock
Stock Ownership Requirements
Executive Compensation
Management Development and Compensation Committee Report
Compensation Discussion and Analysis
General Overview
Compensation in Context: Fiscal Year 2008
NEO Compensation for the 2008 Fiscal Year
Post-Termination Arrangements
Other Material Tax and Accounting Implications of the Executive Compensation Program
Other Compensation Policies
Summary Compensation Table
Grants of Plan-Based Awards During Fiscal Year 2008
Outstanding Equity Awards at Fiscal Year-End 2008
Option Exercises and Stock Vested During Fiscal Year 2008
Pension Benefits During Fiscal Year 2008
Non-Qualified Deferred Compensation During Fiscal Year 2008
Potential Payments upon Termination of Employment or Change in Control
Audit and Compliance Committee Report
Independent Auditor Fees and Services
Other Matters
Certain Relationships and Related Party Transactions
Section 16(a) Beneficial Ownership Reporting Compliance
Stockholder Proposals for Our 2010 Annual Meeting of Stockholders
Attachment A Protective Amendment to KB Home’s Restated Certificate of Incorporation
Attachment B Successor Rights Plan
1. Certain Definitions.
2. Appointment of Rights Agent.
3. Issue of Right Certificates.
4. Form of Right Certificates.
5. Countersignature and Registration.
6. Transfer, Split Up, Combination and Exchange of Right Certificates; Mutilated, Destroyed, Lost or
7. Exercise of Rights; Purchase Price; Expiration Date of Rights.
8. Cancellation and Destruction of Right Certificates.
9. Company Covenants Concerning Securities and Rights.
10. Record Date.
11. Adjustment of Purchase Price, Number and Kind of Securities or Number of Rights.
12. Certificate of Adjusted Purchase Price or Number of Securities.
13.Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that:
14. Fractional Rights and Fractional Securities.
15. Rights of Action.
16. Agreement of Rights Holders.
17. Right Certificate Holder Not Deemed a Stockholder.
18. Concerning the Rights Agent.
19. Merger or Consolidation or Change of Name of Rights Agent.
20. Duties of Rights Agent.
21. Change of Rights Agent.
22. Issuance of New Right Certificates.
23. Redemption.
24. Exchange.
25. Notice of Certain Events.
26. Notices.
27. Supplements and Amendments.
28. Successors; Certain Covenants.
29. Benefits of This Agreement.
30. Governing Law.
31. Severability.
32. Descriptive Headings, Etc.
33. Determinations and Actions by the Board.
34. Effective Time.
35. Force Majeure.
36. Counterparts.
EXHIBIT A
EXHIBIT B
Attachment C KB Home Annual Incentive Plan for Executive Officers