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| PHM > SEC Filings for PHM > Form 8-K on 2-Jun-2009 | All Recent SEC Filings |
2-Jun-2009
Regulation FD Disclosure
At the 2009 Annual Meeting of Shareholders of Pulte Homes, Inc. (the "Company"), held on May 14, 2009, Debra J. Kelly-Ennis, Bernard W. Reznicek and Richard G. Wolford received a greater number of votes "withheld" than votes "for" his or her election. In accordance with the Company's Director Resignation Policy (the "Policy"), each tendered a resignation to the Chairman of the Board of Directors (the "Board").
In accordance with the Policy, the Company's Nominating and Governance Committee (the "Committee") (with Ms. Kelly-Ennis recusing herself) considered each resignation at a meeting on May 29, 2009. Based significantly upon the Committee's judgment, following inquiry by the Company of a number of significant shareholders who are not officers or directors of the Company, that the withheld votes were a reflection of concerns with two corporate governance issues relating to the classification of the Board and the Company's Section 382 Rights Plan (the "382 Rights Plan"), the Committee recommended that the Board:
• reject the resignations of Ms. Kelly-Ennis and Messrs. Reznicek and Wolford;
• propose for approval at the 2010 Annual Meeting of Shareholders a charter amendment that, if approved by the Company's shareholders, would begin the phase out of the classified Board beginning with the class of directors to be elected in 2011; and
• adopt an amendment to the 382 Rights Plan requiring it to terminate if not approved by a majority of shares voting at the 2010 Annual Meeting of Shareholders.
The Committee further recommended that its first recommendation be acted upon immediately, but that Board action on its second and third recommendations be deferred until after the completion of the pending merger with Centex Corporation, so that the newly constituted Board would have the opportunity to act on those issues.
The recommendation by the Committee of a phased out declassification (rather than one-step declassification) was based upon the Committee's belief that it would be important to both preserve the benefits of the classified Board during the post-merger period, when critical integration is to take place, and to ensure a smooth transition to annual elections for directors.
On June 2, 2009, the Board (with Ms. Kelly-Ennis and Messrs. Reznicek and Wolford recusing themselves) unanimously rejected the resignations of Ms. Kelly-Ennis and Messrs. Reznicek and Wolford. The Board determined to consider the recommendations pertaining to Board declassification and the 382 Rights Plan in time to permit action by the Company's shareholders at the 2010 Annual Meeting of Shareholders.
The information in this Current Report on Form 8-K shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be incorporated by reference in any filing under the Securities Act of 1933, except as expressly set forth by specific reference in such filing.
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