The CtW Investment Group has called on the board at Pulte Homes to reverse its decision to seat three directors--Debra J. Kelly-Ennis, Bernard W. Reznicek, and Richard G. Wolford--who received majority opposition.
"By failing to accept the resignations tendered by these directors, each of whom failed to receive a majority of votes cast in the company's May 14 director election, the board violated the most fundamental corporate governance principle and reinforced investor concerns with the board at a sensitive moment," William Patterson, executive director of CtW, wrote in a June 9 letter to David McCammon, Pulte's lead independent director.
CtW, the investment arm of the Change to Win labor federation, said the vote was, "an extraordinary rebuke" given the company's high inside ownership. (Executives and directors owned a 19.5 percent stake as of March 17.) The labor investment group estimates (based on past turnout and without counting uninstructed "broker" votes) that at least 76 percent of outside investors voted against the three directors. The Laborers' International Union of North America, in a June 2 letter, also has called on Pulte's board to reconsider its decision.
In a June 2 filing, the Michigan-based homebuilder said the governance committee considered the issue at a May 29 meeting and that the full board (with the three directors recusing themselves) voted unanimously not to accept the resignations. Pulte, which has a resignation policy in its governance guidelines, maintains a plurality voting standard. The board concluded that the resignations were a reflection of the company's classified board structure and its adoption of a "poison pill" plan in March. Shareholders gave majority support to declassification proposals this year, in 2008, and in 2007.
The board said it recommended allowing shareholders to vote in 2010 on the pill as well as a charter amendment to start phasing out its classified board in 2011. The board delayed a final decision on these governance matters until it completes a merger with Centex.
CtW said it was not satisfied by the board's recent actions. "Rather than address shareholders' objection to weak and unresponsive directors, the board is belatedly taking up specific governance failures that are themselves symptoms of an entrenched board," Patterson wrote in his letter.
It's extremely rare for a director at an S&P 500 firm like Pulte to receive majority opposition in an uncontested board election. That happened at two S&P 500 companies (Cameron International and Boston Properties) in 2008, according to RiskMetrics Group data.
So far this year, directors at four smaller companies--Zoll Medical, NBTY, Digi International, and Plexus--have encountered majority opposition, according to RiskMetrics data. It is likely that directors at other smaller issuers also failed to receive majority support this season, but that information won't be public until August when many companies with second-quarter meeting dates file their 10-Q reports with final vote results. Most Russell 3,000 companies don't have director resignation policies or majority vote bylaws, so they are not likely to disclose a majority withhold vote until their 10-Q filing.