PulteGroup (PHM) Proxy Filing summary

Executive summary

• Achieved record 2024 home sale revenues of $17 billion and record diluted EPS of $14.69, driven by a 9% increase in home closings and strong operational execution despite interest rate volatility.

• Generated $1.7 billion in operating cash flow, invested $5.3 billion in land acquisition and development, and returned $1.4 billion to shareholders via repurchases and dividends.

• Lowered debt-to-capital ratio to 11.8% and achieved a 27.5% return on equity for 2024.

• Completed key leadership transitions, including a new CFO and CIO.

Voting matters and shareholder proposals

• Shareholders will vote on: election of ten directors, ratification of Ernst & Young LLP as auditor, advisory say-on-pay, and two shareholder proposals (clawback policy and Paris-aligned emission goals).

• Board recommends voting FOR all director nominees, FOR auditor ratification and say-on-pay, and AGAINST both shareholder proposals.

• Shareholder proposals include amending the clawback policy for executive pay and adopting Paris-aligned emission reduction goals; Board opposes both, citing existing policies and ongoing ESG efforts.

Board of directors and corporate governance

• Board consists of ten nominees with diverse backgrounds in real estate, finance, consumer markets, and public company leadership.

• Six of ten nominees have joined in the last nine years, supporting board refreshment.

• All directors except the CEO are independent; strong non-executive chairman role and fully independent key committees.

• Shareholder rights include annual director elections, majority vote standard, right to call special meetings, and proxy access for director nominations.

• Board and committee self-assessments and director time commitment policies are in place.