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): May 4, 2016


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

Michigan
1-9804
38-2766606
(State or other jurisdiction
(Commission
(IRS Employer
of incorporation)
File Number)
Identification No.)




3350 Peachtree Road NE, Suite 150, Atlanta, Georgia 30326
(Address of principal executive offices) (Zip Code)


Registrant's telephone number, including area code (404) 978-6400


____________________________________________________
(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))




Item 3.03. Material Modification to Rights of Security Holders.

The information set forth below under Item 5.03 regarding the amended and restated by-laws (the “Amended and Restated By-Laws”) of PulteGroup, Inc. (the “Company”) is incorporated by reference into this Item 3.03.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On May 5, 2016, the Board of Directors of the Company adopted Amended and Restated By-Laws, effective the same date. The primary purpose of the amendment and restatement is to clarify the procedures for shareholder action by written consent to provide for an orderly shareholder written consent process. The amendment and restatement is not intended to eliminate or diminish any shareholder’s right to act by written consent.

The foregoing description of the Amended and Restated By-Laws is qualified in its entirety by reference to the Amended and Restated By-Laws (with amendments marked) filed herewith as Exhibit 3.1 and incorporated herein by reference. A clean copy of the Amended and Restated By-Laws is filed herewith as Exhibit 3.2.

Item 5.07. Submission of Matters to a Vote of Security Holders.

The Company held its Annual Meeting of Shareholders (“Annual Meeting”) on May 4, 2016. A total of 316,460,087 common shares were present or represented by proxy at the meeting. The Company’s shareholders voted on four proposals and cast their votes as follows:

Proposal 1 - Election of Directors

All ten of the nominees for directors were elected to serve for a term which expires at our 2017 Annual Meeting of Shareholders and until their respective successors are duly elected and qualified, by the votes set forth below.
Nominee
 
Voted For
 
Withheld
 
Broker Non-Votes
Brian P. Anderson
 
250,708,292

 
41,977,401

 
23,774,394

Bryce Blair
 
252,214,875

 
40,470,818

 
23,774,394

Richard W. Dreiling
 
252,408,603

 
40,277,090

 
23,774,394

Richard J. Dugas, Jr.
 
245,901,101

 
46,784,592

 
23,774,394

Thomas J. Folliard
 
244,054,907

 
48,630,786

 
23,774,394

Cheryl W. Grisé
 
251,535,455

 
41,150,238

 
23,774,394

André J. Hawaux
 
252,430,460

 
40,255,233

 
23,774,394

Debra J. Kelly-Ennis
 
249,613,902

 
43,071,791

 
23,774,394

Patrick J. O’Leary
 
250,950,590

 
41,735,103

 
23,774,394

James J. Postl
 
252,012,630

 
40,673,063

 
23,774,394



Proposal 2 - Ratification of the Selection of Independent Registered Public Accounting Firm

The appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2016, was ratified by the shareholders by the votes set forth below.
Voted For
 
Voted Against
 
Abstain
312,687,690

 
2,275,481

 
1,496,916




2


Proposal 3 - Advisory Vote on Executive Compensation

The shareholders approved, on an advisory basis, the compensation of our named executive officers by the votes set forth below.
Voted For
 
Voted Against
 
Abstain
 
Broker Non-Votes
243,771,379

 
47,034,944

 
1,879,370

 
23,774,394



Proposal 4 - Amendment to Extend the Term of our Amended and Restated Section 382 Rights Agreement

The shareholders approved an amendment to extend the term of our amended and restated Section 382 rights agreement by the votes set forth below.

Voted For
 
Voted Against
 
Abstain
 
Broker Non-Votes
239,114,022

 
52,966,698

 
604,973

 
23,774,394





The Company's proxy materials also included a shareholder proposal requesting the election of directors by a majority. This proposal was not voted upon at the Annual Meeting because neither the proponent, nor a qualified representative of the proponent, appeared at the Annual Meeting to properly present the proposal.


Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

3.1    Amended and Restated By-Laws of PulteGroup, Inc. (marked for changes)
3.2    Amended and Restated By-Laws of PulteGroup, Inc.


3


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 6, 2016
 
By:
/s/ Steven M. Cook
 
 
 
 
Name:
Steven M. Cook
 
 
 
 
Title:
Executive Vice President, Chief Legal Officer, and Corporate Secretary
 
 
 
 
 
 
 
 
 
 
 
 


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