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): November 17, 2020
PULTEGROUP, INC.
(Exact name of registrant as specified in its Charter)
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| Michigan | 1-9804 | 38-2766606 |
| (State or other jurisdiction | (Commission | (IRS Employer |
| of incorporation) | File Number) | Identification No.) |
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| 3350 Peachtree Road NE, Suite 150 |
| Atlanta, | Georgia | 30326 |
(Address of principal executive offices) (Zip Code)
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| 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:
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| 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 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
On November 18, 2020, PulteGroup, Inc. (the “Company”) issued a press release announcing that Mr. J. Phillip Holloman had been appointed to the Company’s Board of Directors on November 17, 2020.
Mr. Holloman will serve on the Company’s Audit Committee and its Finance and Investment Committee and his term as director will continue until the 2021 annual meeting of shareholders. Mr. Holloman will receive the standard independent director compensation, including an annual cash retainer of $95,000 and an annual equity grant valued at $150,000, prorated for the current annual term based on the date of his appointment.
Mr. Holloman was the President and Chief Operating Officer of Cintas Corporation from 2008 to 2018. With Mr. Holloman's appointment the Company’s Board of Directors has eleven members, ten of whom are independent.
The press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
104 Cover Page Interactive Data File (formatted in Inline XBRL)
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.
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| | | PULTEGROUP, INC. |
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| Date: | November 18, 2020 | | By: | /s/ Todd N. Sheldon |
| | | | Name: | Todd N. Sheldon |
| | | | Title: | Executive Vice President, General Counsel and Corporate Secretary |
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