Pulte Homes (NYSE: PHM) announced today that its Nominating and
Governance Committee recommended putting before a shareholder vote in
2010 a charter amendment that, if approved, would begin a phase out of
the board’s classified structure in 2011. The committee also recommended
amending the Company’s 382 Rights Plan, requiring termination of the
plan if a majority of shareholders do not vote to approve it at the next
annual meeting of shareholders.
The board agreed to address the recommendations when a new board of
directors convenes following completion of Pulte’s proposed merger with
Centex and in time for the Company’s 2010 annual meeting.
“I fully expect the new board to deliberate on these issues as soon as
possible,” said Richard J. Dugas, Jr., President and CEO of Pulte Homes,
and Chairman-designate of the new company. “The board understands our
shareholders’ concerns and intends to give these concerns its full
attention.”
In a unanimous vote, the Pulte board declined to accept the resignations
of three directors who received more “withheld” than “for” votes at the
Company’s May 14 annual meeting of shareholders.
Debra J. Kelly-Ennis, Bernard W. Reznicek and Richard G. Wolford will
continue to serve on the board for terms scheduled to expire at the 2012
annual meeting of shareholders. At the May 14 shareholder meeting, the
three directors were elected under Michigan law. But since they did not
receive a majority of “for” votes, under Pulte’s corporate governance
guidelines each was required to tender a letter of resignation.
The board’s Nominating and Governance Committee conducted an inquiry
with a number of significant shareholders and determined that votes
withheld were a reflection of concerns over governance issues related to
classification of the board and the Company’s 382 Rights Plan. Based on
the committee’s recommendation, the board voted not to accept the
resignations. Ms. Kelly-Ennis, Mr. Reznicek and Mr.