PULTEGROUP INCMI
For the period ended May 6, 2024. Filed Mar 22, 2024.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 6, 2024 · Filed Mar 22, 2024
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant
☒
Filed by a Party other than the Registrant
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Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
|---|---|
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material Pursuant to §240.14a-12 |
PulteGroup, Inc.
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
| ☒ | No fee required. |
|---|---|
| ☐ | Fee paid previously with preliminary materials. |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
March 22, 2024
Dear Shareholders of PulteGroup:
We look forward to your participation in PulteGroup’s 2024 Annual Meeting of Stockholders which will be held on Monday, May 6, 2024, at 1:00 p.m. ET. Our board of directors has fixed the close of business on March 15, 2024, as the record date for determining those holders of our common stock entitled to notice of, and to vote at, the Annual Meeting of Stockholders and any adjournments or postponements thereof.
As we have done for each of the last four years, and consistent with many S&P 500 companies, the 2024 Annual Meeting will again be held virtually. You will be able to access the live audio webcast of the meeting by visitingwww.virtualshareholdermeeting.com/PHM2024. At the time of the meeting, you will be able to vote your shares electronically and submit your questions through the virtual meeting platform. To participate in the meeting, you must have your 16-digit control number that is shown on your Notice of Internet Availability of Proxy Materials or on your proxy card if you elected to receive proxy materials by mail. Please note that in-person attendance at the 2024 Annual Meeting cannot be accommodated.
As Chairman, I speak for the entire Board in saying that we are extremely pleased with the operating and financial results which PulteGroup’s management and the entire organization delivered in 2023, including:
Achieved record revenues of $16 billion and diluted earnings per share of $11.72, while lowering the Company’s debt-to-capital ratio to 15.9%. These results are all the more impressive given the volatile macroeconomic conditions that saw a dramatic rise in mortgage interest rates leading into 2023.
Returned $1.1 billion to shareholders through share repurchases and dividends, which brings the Company’s 5-year total of repurchases to $4.1 billion.
Filled out its senior leadership team with the hiring of a new Chief Operating Officer and a Chief People Officer. The organization also continued to evidence its strong culture as it was again named a Fortune 100 Great Place to Work.
Continued to advance important sustainability initiatives designed to support our Company’s ongoing business and financial success. Among its efforts, the Company is advancing the energy efficiency of all its homes and made significant progress toward our goal of having all of homes capable of being Energy Star 3.1 certified by the end of 2025.
Beyond the Company’s 2023 accomplishments, as part of this year’s annual meeting process, I want to welcome our newest Board nominee, Kristen Actis-Grande. Currently the Chief Financial Officer of a publicly-traded company, Kristen brings extensive financial and operational expertise to our Board, and I look forward to working with her as we help guide PulteGroup in the years ahead.
The Notice of Annual Meeting of Stockholders and Proxy Statement, both of which accompany this letter, provide details regarding the business to be conducted at the meeting, including proposals for: the election of the directors; the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm; an advisory vote to approve the compensation of our named executive officers; and an amendment to our Articles of Incorporation to eliminate two 69.3% supermajority requirements.
Our board of directors recommends that you vote “FOR” the eleven director nominees named in this Proxy Statement and “FOR” each of Proposals 2, 3 and 4. Each proposal is described in more detail in this Proxy Statement.
Your vote is very important, so please vote your shares promptly, whether or not you expect to participate at the meeting. You may vote over the Internet, as well as by telephone, or, if you requested to receive printed proxy materials, by mailing a proxy card or voting instruction form, as applicable.
Sincerely,
Thomas J. Folliard
Non-Executive Chairman of the Board of Directors
| PULTEGROUP, INC. | 2024 PROXY STATEMENT | i |
NOTICE OF 2024 ANNUAL MEETING OF SHAREHOLDERS
| When: | Monday, May 6, 2024 at 1:00 P.M., Eastern Time |
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| Where: | Via the internet at: www.virtualshareholdermeeting.com/PHM2024 |
| Items of Business: | Proposal 1 – Election of eleven nominees for director named in this Proxy Statement Proposal 2 – Ratification of appointment of Ernst & Young LLP as our independent registered public accounting firm for 2024 Proposal 3 –Say-on-pay: Advisory vote to approve executive compensation Proposal 4 – Amendment of the Company’s Articles of Incorporation to eliminate the 69.3% supermajority voting requirements in Article X and Article XI In addition, any other business as may properly come before the meeting |
| Who Can Vote: | Shareholders of record at the close of business on Friday, March 15, 2024 |
| Who Can Participate: | Shareholders who wish to attend the virtual meeting should review pages 69-72. To be admitted electronically to the annual meeting, you must go to the meeting website at www.virtualshareholdermeeting.com/PHM2024, and enter the 16-digit control code included in your proxy materials. Shareholders participating in the virtual meeting are deemed to be present in person at the annual meeting. Further instructions on how to participate in and vote at the annual meeting are available at www.virtualshareholdermeeting.com/PHM2024. |
| Date of Mailing: | On or about Friday, March 22, 2024, a Notice of Internet Availability of Proxy Materials and Notice of Annual Meeting are being mailed or made available to our shareholders containing instructions on how to access this Proxy Statement and our 2023 Annual Report on Form 10-K and vote online, as well as instructions on how to receive paper copies of these documents for shareholders who so elect. |
| ShareholderList: | A list of shareholders entitled to vote at the annual meeting will be available at www.virtualshareholdermeeting.com/PHM2024 for examination during the annual meeting. Shareholders will need their 16-digit control code to access the list. |
| Questions: | You may submit questions online during the annual meeting at www.virtualshareholdermeeting.com/PHM2024. The Company reserves the right to edit or reject any questions deemed duplicative, profane or inappropriate. |
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How To Vote In Advance
Your vote is important. We encourage you to vote promptly, whether or not you plan to attend the meeting. In accordance with the rules and regulations adopted by the Securities and Exchange Commission, instead of mailing a printed copy of our proxy materials, we are furnishing proxy materials to our shareholders over the internet. Make sure to have your proxy card, voting instruction form or Notice of Internet Availability of Proxy Materials and Notice of Annual Meeting in hand and follow the instructions.
By Telephone: You can vote your shares by calling 1-800-690-6903 within the USA, US territories and Canada on a touchtone phone
By Internet: You can vote your shares online at www.proxyvote.com
By Mail: If you received a proxy card by mail, you can vote your shares by signing and returning the proxy card in the postage-paid envelope.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 6, 2024. The Company’s Proxy Statement for the 2024 Annual Meeting of Shareholders and the Annual Report on Form 10-K for the fiscal year ended December 31, 2023 are available at: www.virtualshareholdermeeting.com/PHM2024.
By Order of the Board of Directors
TODD N. SHELDON
Executive Vice President, General Counsel and Corporate Secretary
Atlanta, Georgia
March 22, 2024
| PULTEGROUP, INC. | 2024 PROXY STATEMENT | i |
This summary highlights selected information about the items to be voted on at the 2024 annual meeting of shareholders (“annual meeting”) of PulteGroup, Inc. (“PulteGroup,” the “Company,” “we” or “our”). This summary does not contain all of the information that you should consider in deciding how to vote. You should read the entire Proxy Statement before voting.
Meeting Agenda and Voting Recommendations
PROPOSAL ONE
Election of Directors
| The Board recommends a vote FOR each of the director nominees named in this Proxy Statement. • Slate of directors with broad and diverse leadership experience • Significant experience in relevant industries (including real estate and consumer markets) and public company leadership experience, among other key competencies • Ongoing refreshment and succession process of Board composition | |
| • Proactive shareholder engagement | u See pages 5-11 for further information |
DIRECTOR NOMINEES
| Current Committee Memberships(1) | ||||||
|---|---|---|---|---|---|---|
| Name · Principal Professional Experience · Years ofTenure · Diversity · Independence · Audit · Comp · Finance · Nom/ Gov | ||||||
| Gender · Ethnic | ||||||
| KRISTEN ACTIS-GRANDE | Executive Vice President and Chief Financial Officer, MSC Industrial Direct Co., Inc. | 0 | ||||
| BRIAN P. ANDERSON | Former Chief Financial Officer, Baxter International Inc. | 19 | ● | ● | ||
| BRYCE BLAIR | Former Chairman of the Board and Chief Executive Officer, AvalonBay Communities, Inc. | 13 | ● | C | ||
| THOMAS J. FOLLIARD Non-Executive Chairman | Non-Executive Chairman of the Board and Former President and Chief Executive Officer, CarMax, Inc. | 12 | ||||
| CHERYL W. GRISÉ | Former Executive Vice President, Northeast Utilities (now known as Eversource Energy) | 16 | ● | ● | ||
| ANDRÉ J. HAWAUX | Former Executive Vice President, Chief Financial Officer and Chief Operating Officer, Dick’s Sporting Goods, Inc. | 11 | C | ● | ||
| J. PHILLIP HOLLOMAN | Former President and Chief Operating Officer, Cintas Corporation | 4 | ● | ● | ||
| RYAN R. MARSHALL | President and Chief Executive Officer, PulteGroup, Inc. | 8 | ● | |||
| JOHN R. PESHKIN | Founder and Managing Partner,Vanguard Land, LLC | 8 | ● | C | ||
| SCOTT F. POWERS | Former President and Chief Executive Officer, State Street Global Advisors | 8 | C | ● | ||
| LILA SNYDER | Chief Executive Officer, Bose Corporation | 6 | ● | ● | ||
(1) These columns show the current committee memberships of the director nominees. Should Ms. Actis-Grande be elected at the Annual Meeting, the Nominating and Governance Committee will recommend Committee assignments for Ms. Actis-Grande and review the current Committee configuration for additional changes. It is anticipated that, effective as of the date of the Annual Meeting, Ms. Actis-Grande will be appointed to the Audit Committee.
| Audit = Audit Committee | Finance = Finance and Investment Committee |
|---|---|
| Comp = Compensation and Management Development Committee | Nom/Gov = Nominating and Governance Committee |
| C = Chair of Committee | |
| PULTEGROUP, INC. | 2024 PROXY STATEMENT | i |
BOARD NOMINEE HIGHLIGHTS
GOVERNANCE HIGHLIGHTS
PulteGroup has a long-standing commitment to strong corporate governance and throughout the years has evolved its governance framework to align with evolving best practices. In particular, we believe that the following corporate governance features help us best serve the interests of our shareholders:
| Shareholder Rights Annual election of all directors Majority vote standard in uncontested director elections Right to call a special meeting for shareholders with 20% or more of outstanding shares Right to take action by written consent for shareholders Active engagement with the Company’s top 20 largest shareholders | Independent Oversight Strong Non-Executive Chairman role Audit Committee, Compensation and Management Development Committee and Nominating and Governance Committee each comprised solely of independent directors All directors are independent except the Chief Executive Officer Committees have authority to retain independent advisors | Good Governance Frequent cross-committee and Board communications Regular Board, committee and director evaluation processes Code of ethical business conduct and code of ethics Director orientation and continuing education programs Meaningful share ownership guidelines for executive officers and directors Prohibition against hedging and pledging Company securities by all employees and directors Charter of Nominating and Governance Committee expresses strong commitment to inclusion of diverse groups, knowledge and viewpoints in selection of Board nominees |
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| ii | PULTEGROUP, INC. | 2024 PROXY STATEMENT |
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PROPOSAL TWO
Ratification of Appointment of Ernst & Young LLP as the Independent Registered Public Accountant for 2024
| The Board recommends a vote FOR the ratification of the appointment of Ernst & Young LLP as the independent registered public accountant for 2024. • Independent firm with a reputation for integrity and competence • Provides significant financial reporting expertise | |
| • Few ancillary services and reasonable fees | u See page 61 for further information |
PROPOSAL THREE
Say-on-Pay: Advisory Vote to Approve Executive Compensation
| The Board recommends a vote FOR this proposal. • Ongoing review of compensation practices by Compensation and Management Development Committee with assistance from an independent compensation consultant • Compensation programs designed to reward executives for performance against established performance objectives and improving shareholder returns | |
| • Adherence to commonly viewed executive compensation best practices | u See pages 62-63 for further information |
PROPOSAL FOUR
Amendment of the Company’s Articles of Incorporation to eliminate the 69.3% Supermajority Voting Requirements in Article X and Article XI
The Board recommends a vote FOR this proposal. • Elimination of the 69.3% supermajority voting requirement to enter into certain business combinations with interested shareholders in Article X of the Articles of Incorporation. • Elimination of the 69.3% supermajority voting requirement to amend Articles X and XI of the Articles of Incorporation. u See page 64 for further information
| PULTEGROUP, INC. | 2024 PROXY STATEMENT | iii |
EXECUTIVE COMPENSATION HIGHLIGHTS
Our executive compensation program is designed to reward executives for producing sustainable growth and improving shareholder returns consistent with our strategic plan and to align compensation with the long-term interests of our shareholders. In accordance with this pay for performance philosophy, PulteGroup compensates its named executive officers using a mix of cash and equity compensation elements with an emphasis on short-term and long-term performance:
| Element | Description | FurtherInformation(pages) |
|---|---|---|
| BASE SALARY | Provides base pay levels that are competitive with market practices to attract and retain top executive talent. | 33 |
| ANNUAL INCENTIVE | Provides annual incentive opportunities competitive with market practices to attract, motivate and retain top executive talent. Rewards executives for annual performance results relative to pre-established goals deemed critical to the success of the Company and its strategy and for year-over-year growth in pre-tax income. Focuses on key annual results that we believe will position the Company for success over time, in keeping with the interests of shareholders. Retention of talent over performance / vesting period | 34 |
| LONG-TERM INCENTIVE PROGRAM | Provides equity incentives competitive with market practices in order to attract, motivate and retain top executive talent. Focuses executives on long-term performance of the Company. Directly aligns interests of executives with those of our shareholders. Retention of talent over performance / vesting period. Beginning in 2024, all performance metrics are based on relative performance to peer group | 36 |
| RESTRICTED SHARE UNITS | Provides equity incentives competitive with market practices in order to attract, motivate and retain top executive talent. Focuses executives on long-term performance of the Company. Directly aligns interests of executives with those of our shareholders. Retention of talent over performance / vesting period. | 38 |
PulteGroup is also committed to having strong governance standards with respect to our executive compensation program, policies and practices. Consistent with this focus, we maintain the following policies and practices that we believe demonstrate our commitment to executive compensation best practices.
| iv | PULTEGROUP, INC. | 2024 PROXY STATEMENT |
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| WHAT WE DO | WHAT WE DO NOT DO |
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Annual say-on-pay vote
Shareholder engagement
Compensation and Management Development Committee comprised entirely of independent directors
Independent outside compensation consultant
Pay for performance—CEO pay approximately 90% at-risk
Multi-year vesting schedule for equity awards
Meaningful share ownership guidelines
Clawback policies for both financial restatements and executive misconduct
Market comparison of executive compensation against a relevant peer group
Primarily use different metrics for short-term and long-term incentive programs
Prohibition on hedging and pledging Company securities
No dividends or dividend equivalents paid on unearned performance-based equity awards
No automatic single-trigger vesting of equity awards upon a change-in-control
No change-in-control tax gross-ups for named executive officers
No excessive perquisites
No service-based defined benefit pension plan
Plan prohibits re-pricing of underwater stock options
Plan prohibits granting discounted stock options
No fixed term employment agreements
| PULTEGROUP, INC. | 2024 PROXY STATEMENT | v |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.