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 4, 2022
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 1500 | ||||||||
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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
At the 2022 Annual Meeting of Shareholders of PulteGroup, Inc. (the “Company”) held on May 4, 2022, the Company’s shareholders approved the PulteGroup, Inc. 2022 Stock Incentive Plan (the “2022 Plan”), which previously had been approved by the Company’s Board of Directors (the “Board”) subject to shareholder approval. The 2022 Plan replaces the PulteGroup, Inc. 2013 Stock Incentive Plan (the “Prior Plan”) and is largely based on the Prior Plan, but with updates to the available shares and other administrative changes. The following paragraphs provide a summary of certain terms of the 2022 Plan.
Consistent with the Prior Plan, the purposes of the 2022 Plan are to: (i) align the interests of the Company’s shareholders and the recipients of awards under the 2022 Plan by increasing the proprietary interest of such recipients in the Company’s growth and success, (ii) advance the interests of the Company by attracting and retaining directors, officers, other employees, consultants independent contractors and agents, and (iii) motivate such persons to act in the long-term best interests of the Company and its shareholders.
Under the 2022 Plan, the Company may grant: (i) nonqualified stock options; (ii) incentive stock options (within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended); (iii) stock appreciation rights (“SARs”); (iv) restricted stock, restricted stock units and other stock-based awards (“Stock Awards”); and (v) performance awards. Subject to the terms and conditions of the 2022 Plan, the number of Company common shares authorized for grants under the 2022 Plan is 11,800,000 common shares, reduced by the number of common shares granted under the Prior Plan after December 31, 2021. The 2022 Plan’s share limit will be reduced by the aggregate number of Company common shares which become subject to outstanding options, outstanding free-standing SARs, outstanding Stock Awards and outstanding performance awards denominated in Company common shares.
The foregoing description of the 2022 Plan does not purport to be complete and is qualified in its entirety by reference to the complete text of the 2022 Plan, which was filed as Appendix III to the Company’s definitive proxy statement filed with the Securities and Exchange Commission on March 22, 2022.
Item 5.03 Amendments to Articles of Incorporation or By-Laws; Change in Fiscal Year.
On May 5, 2022, the Board of Directors of PulteGroup, Inc. (the “Company”) adopted Amended and Restated By-Laws, effective the same date. The primary purposes of the amendment and restatement, among other things, are to:
•Update the procedural and/or information requirements for shareholders to submit director nominations and shareholder proposals, request a special meeting of shareholders and act by written consent;
•Clarify certain notice receipt requirements; and
•Make other clarifying and conforming changes.
The foregoing description of the Amended and Restated By-Laws is not complete and is qualified in its entirety by reference to the Amended and Restated By-Laws (with amendments marked) filed herewith as Exhibit 3.1 and incorporated herein by reference. A clean copy of the Amended and Restated By-Laws is filed herewith as Exhibit 3.2.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The Company held its Annual Meeting of Shareholders (“Annual Meeting”) on May 4, 2022. A total of 211,027,631 common shares were present or represented by proxy at the meeting. The Company’s shareholders voted on five 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 2023 Annual Meeting of Shareholders by the votes set forth below.
Director Nominee | Voted For | Against | Abstain | Broker Non-Votes | ||||||||||||||||||||||
Brian P. Anderson | 183,904,618 | 9,059,975 | 141,409 | 17,921,629 | ||||||||||||||||||||||
Bryce Blair | 178,750,342 | 14,214,572 | 141,088 | 17,921,629 | ||||||||||||||||||||||
Thomas J. Folliard | 178,378,269 | 11,777,158 | 2,950,575 | 17,921,629 | ||||||||||||||||||||||
Cheryl W. Grisé | 174,675,988 | 15,493,187 | 2,936,827 | 17,921,629 | ||||||||||||||||||||||
André J. Hawaux | 190,725,154 | 2,232,616 | 148,232 | 17,921,629 | ||||||||||||||||||||||
J. Phillip Holloman | 191,133,406 | 1,823,074 | 149,522 | 17,921,629 | ||||||||||||||||||||||
Ryan R. Marshall | 191,771,496 | 1,192,426 | 142,080 | 17,921,629 | ||||||||||||||||||||||
John R. Peshkin | 191,149,004 | 1,816,075 | 140,923 | 17,921,629 | ||||||||||||||||||||||
Scott F. Powers | 180,357,689 | 12,604,808 | 143,505 | 17,921,629 | ||||||||||||||||||||||
Lila Snyder | 191,738,605 | 1,231,824 | 135,573 | 17,921,629 |
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 2022 was ratified by the shareholders by the votes set forth below.
Voted For | Voted Against | Abstain | ||||||||||||
199,700,539 | 11,270,925 | 56,167 |
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 | |||||||||||||||||
177,220,080 | 15,609,296 | 276,626 | 17,921,629 |
Proposal 4 - Amendment to Extend Term of Section 382 Rights Agreement
The shareholders approved an amendment to extend the term of our Amended and Restated Section 382 Rights Agreement by the votes set forth below.
Voted For | Voted Against | Abstain | Broker Non-Votes | |||||||||||||||||
173,890,840 | 19,070,106 | 145,056 | 17,921,629 |
Proposal 5 - Approval of 2022 Stock Incentive Plan
The shareholders approved the 2022 Stock Incentive Plan by the votes set forth below.
Voted For | Voted Against | Abstain | Broker Non-Votes | |||||||||||||||||
182,390,749 | 10,573,078 | 142,175 | 17,921,629 |
Item 9.01 Financial Statements and 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.
PULTEGROUP, INC. | |||||||||||||||||
Date: | May 6, 2022 | By: | /s/ Todd N. Sheldon | ||||||||||||||
Name: | Todd N. Sheldon | ||||||||||||||||
Title: | Executive Vice President, General Counsel and Corporate Secretary | ||||||||||||||||