UPDATE 2-Three Pulte directors must offer to resign

Fri May 15, 2009 9:48pm BST
 
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(Adds shareholder comment, corporate governance details)

By Helen Chernikoff

NEW YORK, May 15 (Reuters) - The three directors standing for re-election at Pulte Homes Inc's (PHM.N) annual meeting on Thursday must tender their resignations from the board after receiving fewer votes in favor of their election than the number of votes withheld from each nominee, the company said on Friday.

The board will decide whether to accept or decline the resignations.

After some outreach to shareholders, Pulte suspects they withheld their votes to express dissatisfaction with the board's classified structure, which has directors standing for re-election on a rotating three-year schedule, Chief Executive Richard Dugas Jr. told Reuters.

Shareholders want every director to stand for re-election every year, and they voted on Thursday in favor of a proxy resolution that urged the company to implement annual elections.

The board recommended that shareholders vote against the proposal but if the company does determine that its shareholders withheld their votes from the director for this reason, it might consider abandoning its staggered director election arrangement, Dugas said.

Corporate governance firm RiskMetrics recommended that Pulte's shareholders withhold their votes from the directors to emphasize the importance of the election issue.

At the company's last annual meeting, holders of 65.2 percent of the shares cast voted in favor of a proposal to eliminate the staggered election schedule, RiskMetrics wrote in its report.  Continued...

 

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