Current Report Filing (8-k)

Date : 05/10/2019 @ 6:39PM
Source : Edgar (US Regulatory)
Stock : Pultegrp., Inc. (PHM)
Quote : 32.15  0.0 (0.00%) @ 11:06AM

Current Report Filing (8-k)




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 8, 2019

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))

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.  ☐

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



Item 5.07. Submission of Matters to a Vote of Security Holders.

The Company held its Annual Meeting of Shareholders (“Annual Meeting”) on May 8, 2019 . A total of 242,857,818 common shares were present or represented by proxy at the meeting. The Company’s shareholders voted on four proposals and cast their votes as follows:

Proposal 1 - Election of Directors

All eleven of the nominees for directors were elected to serve for a term which expires at our 2020 Annual Meeting of Shareholders by the votes set forth below.
Director Nominee
 
Voted For
 
Against
 
Abstain
 
Broker
Non-Votes
Brian P. Anderson
 
191,709,933

 
9,754,304

 
1,625,623

 
39,767,958

Bryce Blair
 
198,264,280

 
3,199,500

 
1,626,080

 
39,767,958

Richard W. Dreiling
 
194,864,519

 
6,592,988

 
1,632,353

 
39,767,958

Thomas J. Folliard
 
200,237,807

 
1,222,237

 
1,629,816

 
39,767,958

Cheryl W. Grisé
 
195,832,084

 
5,636,233

 
1,621,543

 
39,767,958

André J. Hawaux
 
200,568,129

 
891,688

 
1,630,043

 
39,767,958

Ryan R. Marshall
 
199,647,054

 
706,598

 
2,736,208

 
39,767,958

John R. Peshkin
 
200,277,697

 
1,184,404

 
1,627,759

 
39,767,958

Scott F. Powers
 
197,820,297

 
3,641,192

 
1,628,371

 
39,767,958

William J. Pulte
 
179,372,140

 
22,087,598

 
1,630,122

 
39,767,958

Lila Snyder
 
199,889,245

 
468,336

 
2,732,279

 
39,767,958



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 2019 , was ratified by the shareholders by the votes set forth below.
Voted For
 
Voted Against
 
Abstain
232,868,522
 
9,863,901
 
125,395


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
195,278,518
 
7,639,919
 
171,423
 
39,767,958


2


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
181,911,034
 
18,736,272
 
2,442,554
 
39,767,958




3


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 10, 2019
 
By:
/s/ Todd N. Sheldon
 
 
 
 
Name:
Todd N. Sheldon
 
 
 
 
Title:
Executive Vice President, General Counsel, and Corporate Secretary
 
 
 
 
 
 
 
 
 
 
 
 



4

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