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  x                            Filed by a Party other than the Registrant  ¨

Check the appropriate box:

¨ Preliminary Proxy Statement

¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

¨ Definitive Proxy Statement

x Definitive Additional Materials

¨ Soliciting Material Pursuant to 14a-12

BEAZER HOMES USA, 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):

x No fee required.

¨ Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1) Title of each class of securities to which transaction applies:

(2) Aggregate number of securities to which transaction applies:

(3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

(4) Proposed maximum aggregate value of transaction:

(5) Total fee paid:

¨ Fee paid previously with preliminary materials:

¨ Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:

(2) Form, Schedule or Registration Statement No.:

(3) Filing Party:

(4) Date Filed:

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©Beazer Homes – Confidential & Proprietary – Distribution Prohibited

BEAZER HOMES USA, INC.

2010 Annual Shareholders’

Meeting

Additional Information and Recommendations Related to

Shareholder Proposals

March 1, 2010

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©Beazer Homes – Confidential & Proprietary – Distribution Prohibited

Disclaimer

•

Important Information and Where to Find It

On February 25,

2010, Beazer Homes USA, Inc. filed with the Securities and Exchange

Commission (the “SEC”) a definitive Proxy Statement in connection with its 2010

Annual Meeting, and has mailed the Proxy Statement to its shareholders.  Investors

and shareholders are urged to read the Proxy Statement and any other relevant

documents filed with the SEC (when available), because they contain important

information.

Investors

and

shareholders

may

obtain

a

free

copy

of

the

Proxy

Statement and other documents that Beazer files with the SEC (when available) at the

SEC’s

website

at

www.sec.gov

and

Beazer’s

website

for

the

Annual

Meeting

at

www.proxyvote.com.  In addition, the Proxy Statement and other documents filed by

Beazer

with

the

SEC

(when

available)

may

be

obtained

from

Beazer

free

of

charge

by

directing a request to Beazer Homes USA, Inc., Attn: Investor Relations, 1000

Abernathy Road, Suite 1200, Atlanta, Georgia 30328.

•

Certain Information Concerning Participants

Beazer, and its directors and executive officers are participants in the solicitation of

Beazer’s shareholders in connection with the 2010 Annual Meeting.  Information

regarding the names, affiliations and interests of such individuals is included in

Beazer’s Proxy Statement for the 2010 Annual Meeting.

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©Beazer Homes – Confidential & Proprietary – Distribution Prohibited

Overview

•

The Company’s 2010 Proxy Statement contains four proposals which

require shareholder approval:

1.

The election of the seven nominees to our Board of Directors;

2.

The ratification of the selection of Deloitte & Touche LLP by the Audit Committee of our

Board of Directors as our independent registered public accounting firm for the fiscal year

ending September 30, 2010;

3.

The approval of an amendment to our Amended and Restated Certificate of Incorporation

(referred to as our “Charter”) that would increase the total number of authorized shares of

common stock from 80 million shares to 180 million shares; and

4.

The

approval

of

the

Beazer

Homes

USA,

Inc.

2010

Equity

Incentive

Plan

•

The Company’s Board of Directors unanimously recommends shareholders

approve all four Proposals.

•

For additional information on how to obtain a copy of the Proxy Statement,

our Annual Report or how to vote, see page 10.

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©Beazer Homes – Confidential & Proprietary – Distribution Prohibited

Proposal 1: Election of Directors

•

Summary of Proposal

–

Shareholders must annually approve nominees to the Company’s Board of Directors.  Each

of the nominees for the Board of Directors is presently serving as a director and has been

nominated

as

a

director

for

the

fiscal

year

ending

September

30,

2010

and

until

his

or

her

respective successor has been qualified and elected.

•

Nominees (detailed information regarding each nominee is available in the

Proxy Statement)

–

Laurent Alpert

–

Brian C. Beazer

–

Peter G. Leemputte

–

Ian J. McCarthy

–

Norma A. Provencio

–

Larry T. Solari

–

Stephen P. Zelnak, Jr.

•

Board of Directors’

Recommendation

–

Our

Board

of

Directors

recommends

a

vote

FOR

the

election

of

each

of

the

nominees.

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©Beazer Homes – Confidential & Proprietary – Distribution Prohibited

Proposal 2: Election of Auditors

•

Summary of Proposal

–

The Audit Committee of our Board of Directors has selected the firm of Deloitte & Touche

LLP, to serve as our independent registered public accounting firm for the fiscal year ending

September 30, 2010. 

•

Background Information

–

Deloitte & Touche has served as our accounting firm since our fiscal year ended September

30, 1996.

–

Our Audit Committee annually approves each year’s engagement for audit services in

advance.

Our

Audit

Committee

has

also

established

complementary

procedures

to

require

pre-approval of all permitted non-audit services provided by our independent auditors.

•

Board of Directors’

Recommendation

–

Our

Board

of

Directors

recommends

a

vote

FOR

ratification

of

the

appointment

of

Deloitte & Touche as our independent registered public accounting firm for the fiscal

year ending September 30, 2010.

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©Beazer Homes – Confidential & Proprietary – Distribution Prohibited

Proposal 3: Increase In Authorized Shares

•

Summary of Proposal

–

Proposal 3 requests shareholder approval to amend the Company’s Charter to increase the

number of authorized shares of common stock from 80 million to 180 million.

•

Background Information

–

The Company’s Charter currently restricts the number of shares outstanding to 80 million

shares.

An

increase

in

the

number

of

authorized

shares

requires

shareholder

approval

of a

Charter amendment;

–

The Company currently has approximately 79.5 million shares issued and reserved for

issuance to satisfy convertible debt and previously issued employee equity grants;

–

Approximately 500,000 shares remain available for issuance, severely limiting the

Company’s ability to use equity or equity-linked instruments for compensation purposes or

in connection with capital raising;

–

Although the Company has no current plans to utilize additional shares, other than in

connection with the proposed 2010 Equity Incentive Plan (See Proposal 4), proceeds from the

sale of additional common shares could be used to:

•

Reduce overall corporate indebtedness; and/or

•

Acquire

assets

or

businesses

which

improve

the

earnings

power

of

the

Company;

–

A comparison

with

other

homebuilding

companies

(please

see

following

page)

demonstrates

the requested additional authorized shares are in-line with industry norms.

•

Board of Directors’

Recommendation

–

Our

Board

of

Directors

recommends

a

vote

FOR

the

proposed

Charter

amendment.

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©Beazer Homes – Confidential & Proprietary – Distribution Prohibited

3.2x

2.8x

2.3x

0.0x

0.9x

1.8x

2.7x

3.6x

Peer Group Mean

Peer Group Median

Beazer Homes -

If proposal approved

0.5

100.5

0

50

100

150

200

Beazer Homes

Beazer Homes -

If proposal approved

Peer Group Median

Peer Group Mean

The proposal compares favorably to our peer group.

Proposal 3: Peer Comparison of Authorized Shares

Ratio of Authorized Shares/

(Shares Outstanding + Shares Reserved)

Shares Available for Issuance

Company

Authorized

Shares

(1)

D.R. Horton, Inc.

1,000.0

Hovnanian Enterprises, Inc.

200.0

KB Home

290.0

Lennar Corporation

300.0

M.D.C. Holdings, Inc.

250.0

NVR, Inc.

60.0

Pulte Homes, Inc.

500.0

The Ryland Group, Inc.

200.0

Toll Brothers, Inc.

200.0

Peer Group Mean

333.3

Peer Group Median

250.0

Beazer Homes USA, Inc.

80.0

Beazer Homes USA, Inc. - If proposal approved

180.0

(1) For companies with dual class structures, represents only Class A

      shares.

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©Beazer Homes – Confidential & Proprietary – Distribution Prohibited

Proposal 4: 2010 Equity Incentive Plan

•

Summary of Proposal

–

Proposal 4 seeks shareholder approval of the Company’s 2010 Equity Incentive Plan (the

“2010 Plan”) for employees and directors.

•

Background Information

–

The Company’s 1999 Stock Incentive Plan expired in November 2009.  As such, the

Company does not have the ability to grant any equity awards as a part of any

compensation program;

–

The Company believes equity is an integral component of a competitive compensation

program;

–

The 2010 Plan would authorize a committee of independent directors to make a variety of

common

stock-based

awards,

including

performance

shares,

restricted

stock

and

stock

options to plan participants, including employees, officers and directors;

–

The 2010 Plan would allow for grants not to exceed 6 million shares, unless further

shareholder approval is obtained, over the ten-year life of the 2010 Plan, with a sub-limit on

full value awards (e.g. restricted stock) of 3 million shares;

–

The 2010 Plan has been carefully designed to meet widely accepted corporate governance

criteria

and

to

incorporate

“shareholder

friendly”

features

(please

see

following

page

for

details).

•

Board of Directors’

Recommendation

–

Our

Board

of

Directors

recommends

a

vote

FOR

approval

of

the

2010

Plan.

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©Beazer Homes – Confidential & Proprietary – Distribution Prohibited

Proposal 4: 2010 Equity Incentive Plan

•

The

2010

Plan

has

been

structured

to

meet

widely

accepted

corporate

governance standards:

–

The

Company’s

dilution,

including

the

new

authorization

of

6

million

shares,

would

stand

at

only 11.5%.

(1)

–

The

Company’s

three

year

average

“burn

rate”

is

just

1.6%.

(2)

•

The

2010

Plan

also

has

been

designed

to

incorporate

“shareholder

friendly”

features:

–

No cash awards available;

–

Minimum three year vesting for time based awards;

–

Minimum one year vesting for performance based awards;

–

Prohibitions on re-pricing, exchanging or repurchasing awards without shareholder approval;

–

No dividends on unvested performance awards; and

–

No material amendments without shareholder approval.

(1) We calculate dilution as the sum of (a) shares available under existing plans; (b) awards granted under existing plans but not yet exercised; and (c) the number 

of shares being added under the proposed plan divided by the Company’s fully-diluted outstanding shares.

(2) We calculate burn rate using the gross number of equity awards granted in each year divided by the weighted average common shares outstanding at fiscal

year-end.

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©Beazer Homes – Confidential & Proprietary – Distribution Prohibited

Proposal 4: 2010 Equity Incentive Plan

•

Although the Company has been able to recruit new management team

members including a Chief Financial Officer, Chief Accounting Officer,

Treasurer and General Counsel, its ability to provide competitive equity

compensation has been limited:

–

Equity grants to employees were suspended from mid 2007 to August 2009 when

approximately 1.1 million shares were granted under the 1999 Stock Incentive Plan. 

–

August

2009

equity

grants

to

management

were

significantly

below

market

and

peer

comparables.

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©Beazer Homes – Confidential & Proprietary – Distribution Prohibited

Additional Information

•

Additional questions can be addressed to the Company here:

–

Beazer Homes USA, Inc.,

Attn:  Investor Relations

1000 Abernathy Road, Suite 1200

Atlanta, Georgia  30328

–

(770) 827-3700

–

Email:

ProxyQuestions@beazer.com

•

Or to the Company’s Solicitation Agent here:

–

MORROW & CO., LLC

470 West Avenue

Stamford, Connecticut  06902

–

(800) 460-1014 (toll free)

–

Email:

bzh.info@morrowco.com

•

An electronic version of the Proxy Statement is available here:

–

www.proxyvote.com

•

The Shareholders’

Meeting is scheduled for April 13, 2010.  The Board of

Directors respectfully requests that shareholders vote.  Shareholders may

vote here:

–

www.proxyvote.com

–

You will need the 12-digit Control Number included on your proxy card or voting

instruction form to access these materials.