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PULTEGROUP INC 8-K 2017

Documents found in this filing:

  1. 8-K
  2. Ex-3.1
  3. Ex-3.2
  4. Ex-3.2
Document




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 3, 2017


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.  ☐





Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On May 3, 2017, the Board of Directors of PulteGroup, Inc. (the "Company") adopted Amended and Restated By-Laws, effective the same date. The primary purpose of the amendment and restatement is to clarify the role and function of the Chairman of the Board of Directors and the principal executive address.

The foregoing description of the Amended and Restated By-Laws 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 3, 2017. A total of 285,694,993 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 twelve of the nominees for directors were elected to serve for a term which expires at our 2018 Annual Meeting of Shareholders and until their respective successors are duly elected and qualified, by the votes set forth below.
Director Nominee
 
Voted For
 
Against
 
Abstain
 
Broker
Non-Votes
Brian P. Anderson
 
247,936,485

 
4,120,925

 
2,555,677

 
31,081,906

Bryce Blair
 
240,880,042

 
10,386,513

 
3,346,532

 
31,081,906

Richard W. Dreiling
 
250,622,738

 
3,155,572

 
834,777

 
31,081,906

Thomas J. Folliard
 
251,870,053

 
1,903,209

 
839,825

 
31,081,906

Joshua Gotbaum
 
250,918,884

 
2,326,986

 
1,367,217

 
31,081,906

Cheryl W. Grisé
 
250,660,924

 
2,991,559

 
960,604

 
31,081,906

André J. Hawaux
 
251,746,682

 
1,901,980

 
964,425

 
31,081,906

Ryan R. Marshall
 
252,461,839

 
1,172,852

 
978,396

 
31,081,906

Patrick J. O’Leary
 
247,627,377

 
5,459,862

 
1,525,848

 
31,081,906

John R. Peshkin
 
251,533,233

 
1,576,408

 
1,503,446

 
31,081,906

Scott F. Powers
 
250,434,496

 
2,670,685

 
1,507,906

 
31,081,906

William J. Pulte
 
234,837,806

 
18,475,000

 
1,300,281

 
31,081,906



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 2017, was ratified by the shareholders by the votes set forth below.
Voted For
 
Voted Against
 
Abstain
280,674,620

 
4,140,579

 
879,794





2


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
239,855,714

 
12,887,426

 
1,869,947

 
31,081,906



Proposal 4 - An Advisory Vote to Approve the Frequency of the Advisory Vote Regarding Executive Compensation

The shareholders approved the frequency of one year for an advisory vote on the compensation of our named executive officers by the votes set forth below.
One Year
 
Two Years
 
Three Years
 
Abstain
 
Broker
Non-Votes
232,232,845

 
420,555

 
21,063,273

 
896,414

 
31,081,906



In light of the results of the vote as noted above, the Board of Directors recommended and, consistent with the shareholder vote, has decided that the advisory vote on executive compensation be held on an annual basis.


Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

3.1    Amended and Restated By-Laws of PulteGroup, Inc. (marked for changes)
3.2    Amended and Restated By-Laws of PulteGroup, Inc.


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 5, 2017
 
By:
/s/ Todd N. Sheldon
 
 
 
 
Name:
Todd N. Sheldon
 
 
 
 
Title:
Executive Vice President, Chief Legal Officer, and Corporate Secretary
 
 
 
 
 
 
 
 
 
 
 
 


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