News

06.01.09

Pulte Considers Vote in 2010 on Declassification of Board and Rights Plan

BLOOMFIELD HILLS, Mich.--(BUSINESS WIRE)--Jun. 2, 2009-- 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. Wolford did not participate in the voting.

The Nominating and Governance Committee recommended that if declassification is put to a vote in 2010 and if it is approved, board terms should be phased out rather than ended with a one-step declassification; this would ensure a smooth transition during the post-merger integration period.

Pulte’s board adopted the 382 Rights Plan in March 2009 to help preserve the value of certain deferred tax assets of Pulte Homes generated by net operating losses and other tax benefits under Section 382 of the Internal Revenue Code.

Certain statements in this release constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve known risks, uncertainties and other factors that may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Such factors include, among other things, (1) adverse national and regional economic and business conditions, including further deterioration in the unemployment rate and the current downturn in the homebuilding industry; (2) interest rate changes and the availability of mortgage financing; (3) continued volatility and potential further deterioration in the debt and equity markets, which have adversely impacted the banking and mortgage finance industries, resulting in tightening of credit; (4) competition; (5) the availability and cost of land and other raw materials used by the Company in its homebuilding operations; (6) the availability and cost of insurance covering risks associated with the Company’s business; (7) shortages and the cost of labor; (8) weather-related slowdowns; (9) slow growth initiatives and/or local building moratoria; (10) governmental regulation and the interpretation of tax, labor and environmental laws; (11) changes in consumer confidence and preferences; (12) required accounting changes; (13) terrorist acts and other acts of war; (14) the potential loss of tax benefits if we have an “ownership change” under IRC Section 382; (15) the ability to obtain governmental approvals of the merger on the proposed terms and schedule contemplated by the parties; (16) the failure of Centex’s stockholders to approve the proposed merger; (17) the failure of Pulte’s stockholders to approve either the charter amendment increasing the number of authorized shares of Pulte’s common stock or the issuance of Pulte’s common stock to Centex stockholders; (18) disruption from the proposed transaction making it more difficult to maintain business and operational relationships; (19) the possibility that the proposed transaction does not close, including, but not limited to, due to the failure to satisfy the closing conditions; and (20) other factors of national, regional and global scale, including those of a political, economic, business and competitive nature. See the Company’s Annual Report on Form 10-K and Annual Report to Shareholders for the year ended December 31, 2008 and other public filings with the Securities and Exchange Commission for a further discussion of these and other risks and uncertainties applicable to Pulte’s business. Pulte undertakes no duty to update any forward-looking statement whether as a result of new information, future events or changes in Pulte's expectations.

About Pulte Homes

Pulte Homes, Inc., (NYSE: PHM), based in Bloomfield Hills, Mich., is one of America’s largest home building companies with operations in 48 markets and 25 states. During its 59-year history, the company has delivered more than 500,000 new homes. In 2008, Pulte Homes operations ranked highest in customer satisfaction in 11 U.S. markets, the most of any homebuilder, in the annual J.D. Power and Associates® New-Home Builder Customer Satisfaction Studysm. Under its Del Webb brand, Pulte is the nation's largest builder of active adult communities for people age 55 and older. Its DiVosta Homes brand is renowned in Florida for its distinctive master-planned communities. Pulte Mortgage LLC is a nationwide lender offering Pulte customers a wide variety of loan products and superior service.

Websites: www.pulte.com; www.delwebb.com; www.divosta.com

 

Source: Pulte Homes, Inc.

Pulte Homes, Inc.
Investors: James Zeumer
(248) 647-2750
email: jim.zeumer@pulte.com
or
Media: Mark Marymee
(248) 433-4648
email: mark.marymee@pulte.com

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