The board agreed to address the recommendations when a new board of
directors convenes following completion of Pulte’s proposed merger with
“I fully expect the new board to deliberate on these issues as soon as
possible,” said
In a unanimous vote, the
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
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
About
Websites: www.pulte.com; www.delwebb.com; www.divosta.com
Source:
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