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 11, 2011
PULTEGROUP, INC.
(Exact name of registrant as specified in its Charter)
| Michigan | 1-9804 | 38-2766606 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
100 Bloomfield Hills Parkway, Suite 300, Bloomfield Hills, Michigan 48304
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code (248) 647-2750
(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)) |
Item 5.07 Submission of Matters to a Vote of Security Holders
On May 11, 2011, PulteGroup, Inc (the “Company”) held its 2011 Annual Meeting of Shareholders. The following matters were considered and acted upon, with the results indicated below.
| Shares Voted For |
Shares Withheld |
Broker Non-Votes |
||||||||||
| Election of Directors |
||||||||||||
| Brian P. Anderson (a) |
292,638,760 | 4,431,640 | 42,676,484 | |||||||||
| Cheryl W. Grisé (a) |
289,677,557 | 7,392,843 | 42,676,484 | |||||||||
| Patrick J. O’Leary (a) |
289,679,200 | 7,391,200 | 42,676,484 | |||||||||
| Thomas M. Schoewe (a) |
288,328,507 | 8,741,893 | 42,676,484 | |||||||||
| (a) | Elected to serve a one-year term expiring in 2012. |
The following directors have terms of office that will expire in 2012 or 2013 and accordingly, were not up for election at our Annual Meeting of Shareholders held on May 11, 2011:
| 2012 |
2013 | |
| Debra J. Kelly-Ennis | Richard J. Dugas, Jr. | |
| Bernard W. Reznicek | David N. McCammon | |
| Timothy R. Eller (b) | James J. Postl |
| (b) | Mr. Eller will cease to serve as a director upon the expiration of his consulting agreement with the Company in August 2011. |
| For | Against | Abstaining | Broker Non-Votes |
|||||||||||||
| Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm |
333,364,177 | 5,875,529 | 507,178 | — | ||||||||||||
| Advisory vote on executive compensation |
225,175,842 | 70,951,328 | 943,230 | 42,676,484 | ||||||||||||
| Independent Chairman of the Board proposal |
99,458,825 | 192,222,135 | 5,389,440 | 42,676,484 | ||||||||||||
| Performance-based options proposal |
105,740,966 | 185,914,983 | 5,414,451 | 42,676,484 | ||||||||||||
| Proposal requesting cumulative voting in the contested election of directors |
89,778,822 | 206,884,415 | 407,163 | 42,676,484 | ||||||||||||
| 1 Year | 2 Years | 3 Years | Abstaining | Broker Non-Votes |
||||||||||||||||
| Advisory vote on the frequency with which an advisory vote on executive compensation should be held |
266,681,780 | 481,546 | 29,580,576 | 326,498 | 42,676,484 | |||||||||||||||
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.
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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 13, 2011 | By: | /s/ Steven M. Cook | ||||
| Name: | Steven M. Cook | |||||
| Title: | Senior Vice President, General Counsel and Secretary | |||||
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