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8-K

Pultegroup Inc/Mi/ (PHM)

8-K 2020-05-12 For: 2020-05-07
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 7, 2020

PULTEGROUP, INC.

(Exact name of registrant as specified in its Charter)

Michigan 1-9804 38-2766606
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
3350 Peachtree Road NE, Suite 150
--- --- ---
Atlanta, Georgia 30326
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 404 978-6400
--- --- ---

____________________________________________________

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Shares, par value $0.01 PHM New York Stock Exchange
Series A Junior Participating Preferred Share Purchase Rights New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company.  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐


Item 5.07 Submission of Matters to a Vote of Security Holders

The Company held its Annual Meeting of Shareholders (“Annual Meeting”) on May 7, 2020. A total of 230,281,960 common shares were present or represented by proxy at the meeting. The Company’s shareholders voted on three proposals and cast their votes as follows:

Proposal 1 - Election of Directors

All ten of the nominees for directors were elected to serve for a term which expires at our 2021 Annual Meeting of Shareholders by the votes set forth below.

Director Nominee Voted For Against Abstain Broker<br><br>Non-Votes
Brian P. Anderson 195,226,850 15,239,710 75,275 19,740,125
Bryce Blair 197,211,554 13,108,781 221,500 19,740,125
Richard W. Dreiling 195,267,004 15,190,873 83,958 19,740,125
Thomas J. Folliard 208,427,836 1,892,274 221,725 19,740,125
Cheryl W. Grisé 201,018,685 9,457,692 65,458 19,740,125
André J. Hawaux 208,143,196 2,164,631 234,008 19,740,125
Ryan R. Marshall 208,935,497 1,532,648 73,690 19,740,125
John R. Peshkin 208,944,599 1,375,660 221,576 19,740,125
Scott F. Powers 206,957,392 3,499,005 85,438 19,740,125
Lila Snyder 210,184,124 279,339 78,372 19,740,125

Proposal 2 - Ratification of the Selection of Independent Registered Public Accounting Firm

The appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2020, was ratified by the shareholders by the votes set forth below.

Voted For Voted Against Abstain
209,202,226 21,019,512 60,222

Proposal 3 - Advisory Vote on Executive Compensation

The shareholders approved, on an advisory basis, the compensation of our named executive officers by the votes set forth below.

Voted For Voted Against Abstain Broker Non-Votes
193,825,548 16,549,718 166,569 19,740,125

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

PULTEGROUP, INC.
Date: May 12, 2020 By: /s/ Todd N. Sheldon
Name: Todd N. Sheldon
Title: Executive Vice President, General Counsel and Corporate Secretary