PHH Urges Support for PHH’s Nominees and PHH’s Three Other Proposals
PHH Corporation (NYSE:PHH) (“PHH,” the “Company,” “we,” “our” and “us”)
today announced that RiskMetrics Group (formerly ISS) now recommends
that PHH stockholders vote “FOR”
all of the proposals that PHH will be presenting for a stockholder vote
at the 2009 Annual Meeting of Stockholders on June 10, 2009 (the “2009
Annual Meeting”).
At the 2009 Annual Meeting, stockholders will be asked to elect three
Class I directors to serve for a three-year term. All three of the
leading independent proxy advisory firms, RiskMetrics Group, Glass Lewis
& Co. and PROXY Governance, Inc. have recommended that PHH stockholders
vote “FOR” the three PHH nominees, A.B. Krongard (PHH’s Board Chairman),
Terence W. Edwards (PHH’s President and Chief Executive Officer) and
James O. Egan (PHH’s Audit Committee Chair). Pennant has nominated Allen
Z. Loren and Gregory J. Parseghian as candidates in opposition to
Messrs. Krongard and Edwards. The PHH Board of Directors unanimously
recommends that stockholders vote “FOR” all three of PHH’s nominees
using the WHITE proxy card.
In addition to electing three Class I Directors to serve for a
three-year term (Proposal No. 1) at the 2009 Annual Meeting, PHH
stockholders will also be asked to vote on three other proposals (which
Pennant is not opposing) - the ratification of the selection of PHH’s
independent registered public accounting firm for 2009 (Proposal No. 2);
the approval of the PHH Corporation Amended and Restated 2005 Equity and
Incentive Plan (the “2005 Plan”) (Proposal No. 3); and an amendment to
PHH’s charter to increase the number of authorized shares of capital
stock (Proposal No. 4). With respect to Proposal No. 3, PHH has
announced that if Proposal No. 3 is approved at the 2009 Annual Meeting,
PHH is committed to adopting an amendment to Section 5 of the proposed
2005 Plan promptly following the 2009 Annual Meeting in order to reduce
the aggregate number of shares authorized to be issued under the 2005
Plan by 1,000,000 shares.
Earlier today, RiskMetrics issued a revision to its original report and
now recommends a vote “FOR” all of PHH’s proposals and PHH’s director
nominees. PROXY Governance has also recommended a vote “FOR” all of
PHH’s proposals and PHH’s director nominees. Glass Lewis has recommended
a vote “FOR” Proposals 2 and 3 and PHH’s director nominees. The PHH
Board of Directors unanimously recommends that stockholders vote “FOR”
all of PHH’s proposals and PHH’s director nominees using the WHITE
card.
Following the issuance of RiskMetrics’ updated recommendations regarding
Proposals 3 and 4, Mr. A.B. Krongard, PHH’s Non-Executive Chairman of
the Board, made the following statement on behalf of the PHH’s Board of
Directors:
“PHH welcomes RiskMetrics’ revised recommendations that our stockholders
vote for all of PHH’s proposals. The Board considers these Proposals
important for PHH to have the flexibility to offer competitive
equity-based compensation and issue shares of capital stock in
connection with a variety of business purposes, as outlined in our proxy
statement, if and when needed. The PHH Board of Directors unanimously
urges stockholders to follow the voting recommendations of
RiskMetrics and PROXY Governance by voting not only for all three of
PHH’s nominees in Proposal No. 1, but also by voting for all of
the other PHH proposals to be submitted at the 2009 Annual Meeting,
using the white proxy card or voting instruction form. The PHH Board
also unanimously recommends that stockholders discard any materials
received from Pennant.”
Although the 2009 Annual Meeting is only a few days away, any
stockholders that have not voted “FOR” PHH’s nominees and “FOR” PHH’s
other proposals still have time to vote, or to revoke a
previously-executed proxy, by following the procedures described below.
PHH urges all of its stockholders to vote the WHITE
card “FOR” all of its proposals.
Vote
TODAY. Your vote matters!
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HOW TO VOTE BEFORE THE MEETING ON JUNE 10, 2009:
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If your shares are registered in your own name, please sign, date
and mail the WHITE
proxy card to Georgeson Inc. in the self addressed, stamped
envelope previously provided. If your shares are held in the name
of a brokerage firm, bank, nominee or other institution, you must
provide instructions to that entity so that your votes will be
cast. Please sign, date and mail the WHITE
vote instruction form previously provided by your bank, broker or
other nominee and return it using the self-addressed, postage-paid
envelope provided.
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YOU MAY ALSO CAST YOUR VOTE USING YOUR TOUCH TONE PHONE OR VIA
THE INTERNET BY FOLLOWING THE INSTRUCTIONS ON YOUR WHITE PROXY
CARD OR VOTE INSTRUCTION FORM
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After voting the WHITE
proxy card, do not sign or return any proxy card sent to you by
Pennant Capital Management, LLC. Remember — only your latest dated
proxy will determine how your shares are to be voted at the
meeting.
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If you have voted a gold proxy card sent by Pennant, you can
change your vote by sending a later-dated WHITE
proxy card or vote instruction form or by providing later-dated
instructions by phone or internet
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If you have any questions or need assistance in voting your shares,
please contact our proxy solicitor.
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Georgeson
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199 Water Street, 26th Floor
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New York, NY 10038
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Banks and Brokers (212) 440-9800
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Stockholders Call Toll Free (877) 278-9668
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About PHH Corporation
Headquartered in Mount Laurel, New Jersey, PHH Corporation is a leading
outsource provider of mortgage and vehicle fleet management services.
Its subsidiary, PHH Mortgage Corporation, is one of the top five retail
originators of residential mortgages in the United States1,
and its subsidiary, PHH Arval, is a leading fleet management services
provider in the United States and Canada. For additional information
about the company and its subsidiaries, please visit our website at www.phh.com.
1. Inside Mortgage Finance, Copyright 2009
Important Additional Information
PHH Corporation, on May 7, 2009, filed a proxy statement in connection
with its 2009 Annual Meeting of Stockholders and advises its
stockholders to read that proxy statement because it contains important
information. Stockholders can obtain a free copy of that proxy statement
and other documents (when available) that PHH files with the Securities
and Exchange Commission at the Commission’s website at www.sec.gov.
That proxy statement and these other documents are also available free
of charge by directing a request to PHH Corporation, Attn: Investor
Relations, 3000 Leadenhall Road, Mt. Laurel, New Jersey 08054 or
visiting PHH’s website at www.phh.com
under the “Investor Relations” tab.
PHH, its directors and named executive officers may be deemed to be
participants in the solicitation of proxies from PHH stockholders in
connection with the 2009 Annual Meeting of Stockholders. Information
regarding the names, affiliations and interests of such individuals is
contained PHH’s proxy statement referred to in the preceding paragraph.
PHH Corporation
Investors:
Nancy R. Kyle, 856-917-4268
