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PulteGroup (PHM) shareholders approve directors, Say-on-Pay and Ernst & Young

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

PulteGroup, Inc. reported results of its 2026 Annual Meeting of Shareholders held on April 29, 2026. A total of 174,052,310 common shares were present or represented by proxy.

Shareholders elected all eleven director nominees to serve until the 2027 annual meeting and until their successors are elected and qualified or earlier departure. Shareholders also ratified the appointment of Ernst & Young LLP as independent registered public accounting firm for 2026, and approved, on an advisory basis, the compensation of the company’s named executive officers in the Say-on-Pay vote.

Positive

  • None.

Negative

  • None.
Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Shares represented 174,052,310 shares Outstanding common shares present or by proxy at 2026 annual meeting
Auditor ratification votes for 163,430,029 votes Votes for Ernst & Young LLP as 2026 independent auditor
Auditor ratification votes against 10,589,503 votes Votes against Ernst & Young LLP as 2026 independent auditor
Say-on-Pay votes for 154,713,075 votes Advisory approval of named executive officer compensation
Say-on-Pay votes against 7,749,873 votes Advisory vote opposing named executive officer compensation
Broker non-votes on Say-on-Pay 11,293,481 votes Broker non-votes reported for Say-on-Pay proposal
Votes for Kristen Actis-Grande 161,839,225 votes Director election votes for nominee Kristen Actis-Grande
Votes for Benjamin W. Schall 162,590,180 votes Director election votes for nominee Benjamin W. Schall
broker non-votes financial
"Broker Non-Votes Kristen Actis-Grande | 161,839,225 ... | 11,293,481"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
independent registered public accounting firm financial
"Ratification of Appointment of Ernst & Young LLP as the Independent Registered Public Accounting Firm for 2026"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
Say-on-Pay financial
"Proposal 3 - Say-on-Pay: Advisory Vote to Approve Executive Compensation"
A say-on-pay is a shareholder vote that gives investors a chance to approve or disapprove a company’s executive compensation packages, typically held at annual meetings. It matters because the vote signals investor satisfaction with how leaders are paid—like customers rating how well managers are rewarded—and can push boards to change pay plans, reducing governance risk and affecting investor confidence and stock value even though the vote is usually advisory rather than legally binding.
advisory basis financial
"shareholders approved, on an advisory basis, the compensation of the Company’s named executive officers"
Annual Meeting of Shareholders financial
"The Company held its 2026 Annual Meeting of Shareholders on April 29, 2026"
A yearly gathering where a company’s owners (shareholders) vote on key items like electing the board, approving executive pay, and ratifying auditors, and receive updates on performance and strategy. Think of it as an annual town hall for owners: it matters to investors because outcomes and disclosures can affect leadership, corporate direction, dividend and governance policies, and therefore the company’s risk and potential return.
0000822416false00008224162026-04-292026-04-29


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 29, 2026

PulteGroupLogo2023.jpg

PULTEGROUP, INC.
(Exact name of registrant as specified in its Charter)

Michigan1-980438-2766606
(State or other jurisdiction(Commission(IRS Employer
of incorporation)File Number)Identification No.)

3350 Peachtree Road NE, Suite 1500
Atlanta,Georgia30326
(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code:404978-6400
____________________________________________________
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Shares, par value $0.01PHMNew York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company.  

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐



ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

The Company held its 2026 Annual Meeting of Shareholders (the “Annual Meeting”) on April 29, 2026. A total of 174,052,310 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 2027 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-Grande161,839,225777,787141,81711,293,481
Bryce Blair 138,833,55823,879,96645,30511,293,481
Thomas J. Folliard 150,496,82812,216,93445,06711,293,481
Kristin F. Gannon162,401,538308,78848,50311,293,481
Cheryl W. Grisé 153,906,9558,809,10842,76611,293,481
André J. Hawaux 153,015,1049,698,19545,53011,293,481
Ryan R. Marshall 161,875,008837,61746,20411,293,481
John R. Peshkin 162,170,406449,970138,45311,293,481
Scott F. Powers 159,095,2273,618,18445,41811,293,481
Benjamin W. Schall162,590,180119,99948,65011,293,481
Lila Snyder 161,658,521963,741136,56711,293,481

Proposal 2 - Ratification of Appointment of Ernst & Young LLP as the Independent Registered Public Accounting Firm for 2026

The appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2026 was ratified by the Company’s shareholders by the votes set forth below.

Voted For Voted Against Abstain
163,430,02910,589,50332,778

Proposal 3 - Say-on-Pay: Advisory Vote to Approve Executive Compensation

The Company’s shareholders approved, on an advisory basis, the compensation of the Company’s named executive officers by the votes set forth below.

Voted For Voted Against Abstain Broker Non-Votes
154,713,075 7,749,873 295,881 11,293,481 










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 1, 2026By:/s/ Todd N. Sheldon
Name:Todd N. Sheldon
Title:Executive Vice President, General Counsel and Corporate Secretary





FAQ

What did PulteGroup (PHM) shareholders vote on at the 2026 annual meeting?

Shareholders voted on three items: election of eleven directors, ratification of Ernst & Young LLP as the 2026 independent registered public accounting firm, and an advisory Say-on-Pay proposal approving compensation for named executive officers, all based on the share votes disclosed.

How many PulteGroup (PHM) shares were represented at the 2026 annual meeting?

A total of 174,052,310 outstanding common shares were present or represented by proxy at the 2026 Annual Meeting of Shareholders, forming the voting base used to determine outcomes for director elections, auditor ratification, and the advisory Say-on-Pay executive compensation vote.

Were all PulteGroup (PHM) director nominees elected at the 2026 meeting?

All eleven director nominees listed by PulteGroup’s board were elected. Each will serve a term expiring at the 2027 annual meeting of shareholders and continue in office until a successor is elected and qualified or earlier death, resignation, retirement, disqualification, or removal.

Did PulteGroup (PHM) shareholders ratify Ernst & Young as auditor for 2026?

Yes. Shareholders ratified the appointment of Ernst & Young LLP as PulteGroup’s independent registered public accounting firm for 2026, with 163,430,029 votes for, 10,589,503 votes against, and 32,778 abstentions recorded in the disclosed voting results.

How did PulteGroup (PHM) shareholders vote on Say-on-Pay in 2026?

Shareholders approved, on an advisory basis, the compensation of PulteGroup’s named executive officers. The Say-on-Pay proposal received 154,713,075 votes for, 7,749,873 votes against, 295,881 abstentions, and 11,293,481 broker non-votes as part of the overall voting tally.

Filing Exhibits & Attachments

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