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Item 9A. Controls and Procedures

2025-02-06 compared with 2024-02-05 · 38 added, 36 removed, 165 unchanged (31% of the section changed)

14 unchanged sentences

Based on this assessment, management asserts that the Company has maintained effective internal control over financial reporting as of December 31, 2024.

Ernst & Young LLP, the independent registered public accounting firm that audited the Company’s consolidated financial statements included in this annual report, has issued its report on the effectiveness of the Company’s internal control over financial reporting as of December 31, 2023.

Ernst & Young LLP, the independent registered public accounting firm that audited the Company’s consolidated financial statements included in this Annual Report on Form 10-K, has issued its report on the effectiveness of the Company’s internal control over financial reporting as of December 31, 2024.

(b) Report of Independent Registered Public Accounting Firm

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OTHER INFORMATION

As disclosed in the Company's Current Report on Form 8-K filed on May 5, 2023, the shareholders of the Company approved, on an advisory basis, the frequency of future advisory votes regarding the compensation of the Company's named executive officers, with 174,791,547 shares voted for "1 year", 1,946,838 shares voted for "2 years", 8,264,801 shares voted for "3 years", and 90,931 abstentions.

In light of the results of the vote as noted above, the Board of Directors of the Company recommended and, consistent with the shareholder vote, has decided that the advisory vote on executive compensation be held on an annual basis.

On January 31, 2024, the Compensation Committee (the “Compensation Committee”) of our Board of Directors (the “Board”) approved an amendment and restatement of the PulteGroup, Inc.

Executive Severance Policy, effective January 31, 2024 (as amended and restated, the “Amended Severance Policy”), in order to, among other things, (i) remove a provision providing for prorated vesting of performance-based equity awards upon a Qualifying Termination of Employment (as defined in the Amended Severance Policy);

and (ii) provide that a participant who experience a Qualifying Termination of Employment within two years following a Change in Control (as defined in the Amended Severance Policy) will receive an amount equal to 1/12 of his or her target bonus multiplied by the severance multiple applicable to such participant under the Amended Severance Policy.

The foregoing description of the Amended Severance Policy is not complete and is qualified in its entirety by reference to the Amended Severance Policy filed herewith as Exhibit 10(p) and incorporated herein by reference.

Also, on January 31, 2024, the Compensation Committee approved the PulteGroup, Inc.

Amended Retirement Policy, effective for grants on or after January 31, 2024 (the “Amended Retirement Policy”), in order to provide that, (i) following a participant’s Qualifying Retirement (as defined in the Amended Retirement Policy), 100% of a participant’s outstanding RSU awards will continue to vest in accordance with the original vesting schedule as if such participant had remained employed with the Company through each vesting date, instead of 50% of a participant’s outstanding RSUs vesting immediately upon such Qualifying Retirement, and (ii) any performance-based equity awards will vest based on actual performance during the performance period with no pro-ration, except that any performance-based equity awards granted in the same calendar year of a participant’s Qualifying Retirement will be forfeited.

The foregoing description of the Amended Retirement Policy is not complete and is qualified in its entirety by reference to the Amended Retirement Policy filed herewith as Exhibit 10(r) and incorporated herein by reference.

Finally, on January 31, 2024, the Board approved a form of indemnification agreement (the “Indemnification Agreement”) to be entered into by and between the Company and each of its directors and officers to provide for rights to indemnification and advancement of expenses generally consistent with the Company’s Amended and Restated By-Laws, which provide for mandatory indemnification and advancement of expenses to the fullest extent permitted by the Michigan Business Corporation Act for directors and officers of the Company.

The foregoing description of the Indemnification Agreement is not complete and is qualified in its entirety by reference to the Indemnification Agreement filed herewith as Exhibit 10(s) and incorporated herein by reference.

Due to the limited NOLs and other tax attributes remaining that would be affected by an “ownership change” under Section 382 of the Internal Revenue Code, the Board of Directors, at a meeting held on February 5, 2025, determined not to approve an amendment to extend the term of the Rights Plan beyond its expiration date of June 1, 2025 and determined to consider, at a future meeting of the Board of Directors, amendments to the provisions of the Company’s by-laws that prohibit certain transfers of our securities.

During the fourth quarter of 2024, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

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Information required by this Item with respect to our executive officers is set forth in Part I, Item 1 of this Annual Report on Form 10-K.

Information required by this Item with respect to members of our Board of Directors and with respect to our Audit Committee will be contained in the Proxy Statement for the 2024 Annual Meeting of Shareholders (“2024 Proxy Statement”), which will be filed no later than 120 days after December 31, 2023, under the captions “Election of Directors” and “Committees of the Board of Directors - Audit Committee” and in the chart disclosing Audit Committee membership and is incorporated herein by this reference.

Information required by this Item with respect to our code of ethics will be contained in

the 2024 Proxy Statement under the caption “Corporate Governance - Governance Guidelines;

Information required by this Item with respect to members of our Board of Directors and with respect to our Audit Committee will be contained in the Proxy Statement for the 2025 Annual Meeting of Shareholders (“2025 Proxy Statement”), which will be filed no later than 120 days after December 31, 2024, under the captions “Proposal 1:

Election of Directors” and “Committees of the Board of Directors - Audit Committee” and in the chart disclosing Audit Committee membership and is incorporated herein by this reference.

Information required by this Item with respect to our code of ethics will be contained in the 2025 Proxy Statement under the caption “Corporate Governance - Governance Guidelines;

Code of Ethical Business Conduct;

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Our code of ethics for our principal executive officer, principal financial officer, principal accounting officer and persons performing similar functions, our code of ethical business conduct, our corporate governance guidelines, and the charters of the Audit, Compensation and Management Development, Nominating and Governance, and Finance and Investment committees of our Board of Directors are also posted on our website and are available in print, free of charge, upon request.

The Company has adopted an insider trading policy governing the purchase and sale and other disposition of Company securities by our directors, officers and employees, and by the Company itself.

The Company believes this policy is reasonably designed to promote compliance with insider trading laws, rules and regulations, and NYSE listing standards.

A copy of the PulteGroup, Inc.

Insider Trading and Confidentiality Policy is filed as Exhibit 19 to this Annual Report on Form 10-K.

EXECUTIVE COMPENSATION

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(c) Certificate of Amendment to the Articles of Incorporation, dated May 21, 2010 (Incorporated by reference to Exhibit 3(c) of our Quarterly Report on Form 10-Q for the quarter ended September 30, 2010)

(d) Amended and Restated By-laws of PulteGroup, Inc.

(d) Certificate of Amendment to the Articles of Incorporation, dated May 6, 2024 (Incorporated by reference to Exhibit 3.1 of our Current Report on Form 8-K, filed with the SEC on May 8, 2024)

(e) Amended and Restated By-laws of PulteGroup, Inc.

(Incorporated by reference to Exhibit 3.2 of our Current Report on Form 8-K, filed with the SEC on May 5, 2023)

(e) Certificate of Designation of Series A Junior Participating Preferred Shares, dated August 6, 2009 (Incorporated by reference to Exhibit 3(b) of our Registration Statement on Form 8-A, filed with the SEC on August 18, 2009)

(f) Certificate of Designation of Series A Junior Participating Preferred Shares, dated August 6, 2009 (Incorporated by reference to Exhibit 3(b) of our Registration Statement on Form 8-A, filed with the SEC on August 18, 2009)

(4) (a) Any instrument with respect to long-term debt, where the securities authorized thereunder do not exceed 10% of the total assets of PulteGroup, Inc.

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and Computershare Trust Company, N.A., as rights agent (Incorporated by reference to Exhibit 4.1 of PulteGroup, Inc.’s Current Report on Form 8-K, filed with the SEC on March 11, 2022)

(h) Description of the Registrant's Securities (Incorporated by reference to Exhibit 4(g) of our current report on Form 10-K filed with the SEC on February 6, 2023)

(h) Description of the Registrant's Securities (Filed herewith)

(10) (a) PulteGroup, Inc.

9 unchanged sentences

(f) Form of 2022 Restricted Stock Unit Award Agreement (as Amended) under PulteGroup, Inc.

2013 Stock Incentive Plan (Filed herewith) *

2022 Stock Incentive Plan (Incorporated by reference to Exhibit 10(g) of our Annual Report on Form 10-K for the year ended December 31, 2023) *

(g) Form of 2023 Restricted Stock Unit Award Agreement (as Amended) under PulteGroup, Inc.