PulteGroup Annual Meeting & Charter Amendment

Ticker: PHM · Form: 8-K · Filed: 2024-05-08T00:00:00.000Z

Sentiment: neutral

Topics: corporate-governance, annual-meeting, amendment

Related Tickers: PHM

TL;DR

PHM held its annual meeting, shareholders voted, and the company amended its articles of incorporation.

AI Summary

PulteGroup, Inc. (PHM) filed an 8-K on May 8, 2024, reporting on its Annual Shareholders Meeting held on May 6, 2024. The company also announced an amendment to its Articles of Incorporation, effective May 6, 2024, which involved changes related to its common stock and preferred share rights.

Why It Matters

This filing details corporate governance updates and shareholder decisions made at the annual meeting, which can impact investor confidence and the company's operational framework.

Risk Assessment

Risk Level: low — The filing pertains to routine corporate governance and shareholder matters, not significant financial distress or operational changes.

Key Players & Entities

FAQ

What was the primary purpose of the 8-K filing?

The primary purpose was to report on PulteGroup, Inc.'s Annual Shareholders Meeting held on May 6, 2024, and to announce an amendment to its Articles of Incorporation, effective the same date.

When was the Annual Shareholders Meeting held?

The Annual Shareholders Meeting was held on May 6, 2024.

What specific corporate documents were amended?

The company amended its Articles of Incorporation.

What is the effective date of the amendment to the Articles of Incorporation?

The amendment to the Articles of Incorporation is effective as of May 6, 2024.

What are the key items reported in this 8-K filing?

The key items reported are the Annual Shareholders Meeting and the amendment to the Articles of Incorporation.

Filing Stats: 1,261 words · 5 min read · ~4 pages · Grade level 13.9 · Accepted 2024-05-08 17:03:57

Key Financial Figures

Filing Documents

03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR

ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR. As reported below in Item 5.07, on May 6, 2024, the shareholders of PulteGroup, Inc. (the "Company") approved an amendment (the "Amendment") of the Restated Articles of Incorporation, as amended, of the Company (the "Articles of Incorporation"). The Amendment was subsequently filed with the Michigan Department of Licensing and Regulatory Affairs and became effective on May 6, 2024. Article X of the Articles of Incorporation had provided that certain business combinations with interested shareholders require the affirmative vote of holders of at least 69.3% of the shares voting on a proposed business combination at the meeting of shareholders. Article X had also provided that Article X may only be amended by the affirmative vote of 69.3% of the shares voting on the proposed amendment at a meeting of shareholders. Article XI of the Articles of Incorporation had provided that no provision of Article X or Article XI of the Articles of Incorporation may be altered, amended, changed or repealed and no provision inconsistent with the intent or purpose of such provisions shall be adopted without the affirmative vote of 69.3% of the shares voting at a meeting of the shareholders, in addition to the vote otherwise required by the Michigan Business Corporation Act. The provisions discussed in this paragraph are referred to, together, as the "Affected Articles Provisions". The Amendment provides that: (i) in the case of the applicable portions of Article X, certain business combinations with interested shareholders shall be approved by a majority of the outstanding shares of the Company entitled to vote on the proposed business combination, and if a class or series is entitled to vote thereon as a class, the affirmative vote of a majority of the outstanding shares of each such class or series entitled to vote (other than voting shares beneficially owned by the interested shareholder who is

07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. The Company held its 2024 Annual Meeting of Shareholders (the "Annual Meeting") on May 6, 2024. A total of 190,736,801 of the Company's outstanding common shares were present or represented by proxy at the Annual Meeting. The matters submitted to a vote by the Company's shareholders and the voting results of such matters are as follows: Proposal 1 - Election of Directors All eleven of the directors nominated by the Company's Board of Directors to serve as directors of the Company were elected by the Company's shareholders, each to serve for a term which expires at our 2025 annual meeting of shareholders, and each to hold office until his or her successor is elected and qualified or until the director's earlier death, resignation, retirement, disqualification or removal, by the votes set forth below. Director Nominee Voted For Against Abstain Broker Non-Votes Kristen Actis-Grande 173,860,936 1,023,494 106,548 15,745,823 Brian P. Anderson 166,882,520 8,026,216 82,242 15,745,823 Bryce Blair 143,245,430 31,299,282 446,266 15,745,823 Thomas J. Folliard 164,020,031 10,889,342 81,605 15,745,823 Cheryl W. Gris 163,299,286 11,606,952 84,740 15,745,823 Andr J. Hawaux 169,139,841 5,766,050 85,087 15,745,823 J. Phillip Holloman 173,263,486 1,617,595 109,897 15,745,823 Ryan R. Marshall 171,761,528 3,144,511 84,939 15,745,823 John R. Peshkin 173,299,757 1,607,199 84,022 15,745,823 Scott F. Powers 162,777,401 12,130,097 83,480 15,745,823 Lila Snyder 172,660,237 2,247,430 83,311 15,745,823 Proposal 2 - Ratification of Appointment of Ernst & Young LLP as the Independent Registered Public Accounting Firm for 2024 Ratification of Appointment of Ernst & Young LLP as the Independent Registered Public Accounting Firm for 2024 The appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for 2024 was ratified by the Company's shareholders by the votes set forth bel

01 FINANCIAL STATEMENTS AND EXHIBITS

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS 3.1 Certificate of Amendment to the Articles of Incorporation, dated May 6 , 2024 104 Cover Page Interactive Data File (formatted in Inline XBRL)

SIGNATURES

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 8, 2024 By: /s/ Todd N. Sheldon Name: Todd N. Sheldon Title: Executive Vice President, General Counsel and Corporate Secretary

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