PULTEGROUP INC/MI/ : Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Change in Directors or Principal Officers, Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits (form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.

On May 8, 2020, PulteGroup, Inc. (the "Company") entered into the Fourth Amendment to Amended and Restated Section 382 Rights Agreement, dated as of March 18, 2010 (the "Original Rights Agreement"), between the Company and Computershare Trust Company, N.A., as rights agent, as amended by that certain First Amendment to Amended and Restated Section 382 Rights Agreement, dated March 14, 2013 (the "First Amendment"), that certain Second Amendment to Amended and Restated Section 382 Rights Agreement, dated March 10, 2016 (the "Second Amendment") and that certain Third Amendment to Amended and Restated Section 382 Rights Agreement, dated March 7, 2019 (the "Third Amendment" and, together with the Original Rights Agreement, the First Amendment and the Second Amendment, the "Section 382 Rights Agreement"). The Fourth Amendment to the Section 382 Rights Agreement, which was unanimously approved by the Company's board of directors (the "Board of Directors"), amends the definition of "related person" to remove certain exclusions from the definition of "acquiring persons" under the Section 382 Rights Agreement.

The Original Rights Agreement is described in and included as an exhibit to the Company's Current Report on Form 8-K filed March 23, 2010, the First Amendment is described in and included as an exhibit to the Company's Current Report on Form 8-K filed March 15, 2013, the Second Amendment is described in and included as an exhibit to the Company's Current Report on Form 8-K filed March 10, 2016 and the Third Amendment is described in and included as an exhibit to the Company's Current Report on Form 8-K filed March 7, 2019. The Fourth Amendment to the Section 382 Rights Agreement is filed as Exhibit 4.1 hereto and is incorporated by reference herein.

Item 3.03 Material Modification to Rights of Security Holders.

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 6, 2020, PulteGroup, Inc. (the "Company") announced that Stephen P. Schlageter will cease to serve as Senior Vice President, Strategy and Operations, effective as of May 8, 2020. Upon his departure, Mr. Schlageter will be eligible for benefits under the Company's existing Executive Severance Policy and pro-rata vesting of his long-term incentive program awards in accordance with their terms, each of which are described in the Company's 2020 Proxy Statement filed with the Securities and Exchange Commission on March 23, 2020. In addition, the Compensation Committee of the Board of Directors of the Company approved an additional payment to Mr. Schlageter of $312,000 as additional consideration for restrictive covenants relating to non-competition, non-solicitation and confidentiality. A copy of the Release, Non-Competition, Non-Solicitation and Confidentiality Agreement between the Company and Mr. Schlageter is filed as Exhibit 10.1 to this Form 8-K and is incorporated herein by reference in its entirety.

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

On May 8, 2020, the Board of Directors of the Company adopted Amended and Restated By-Laws, effective the same date. The primary purposes of the amendment and restatement, among other things, are to:

•      Provide that the individual presiding at a meeting of shareholders has the
       authority to adjourn and reconvene the meeting at any other time, and
       provide that the Board of Directors has the authority to postpone,
       reschedule or cancel regular meetings of shareholders and certain special
       meetings of shareholders;


•      Update and enhance the request procedures and related information
       requirements in connection with calling shareholder requested special
       meetings of shareholders, shareholder action by written consent and
       shareholder nominations of directors;


•      Provide and clarify procedures and information requirements for
       shareholders to propose business other than shareholder nominations of
       directors to be brought before an annual meeting of shareholders;


•      Modify the deadlines for submission of notices in connection with
       shareholder nominations of directors and other shareholder proposals for
       annual meetings of shareholders;


•      Establish clear rules about the Board of Directors' and the presiding
       individual's rights and authority to determine the rules of procedures
       for, and regulate the conduct of, shareholder meetings;


•      Establish the Board of Directors' authority to designate an individual to
       preside over a meeting of shareholders in the absence of the Chairman of
       the Board of Directors;


•      Remove the listing of duties of the committees of the Board of Directors
       of the Company;

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•      Modify the notice requirements for special meetings of the Board of
       Directors to provide greater flexibility;


•      Modify and enhance the Company's ability to omit shareholder nominees from
       its proxy materials in certain circumstances; and

• Make other clarifying and conforming changes.

The foregoing description of the Amended and Restated By-Laws is not complete and 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 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.

4.1 Fourth Amendment to Amended and Restated Section 382 Rights Agreement, dated as of May 8, 2020, between PulteGroup, Inc. and Computershare Trust Company, N.A., as rights agent

10.1 Release, Non-Competition, Non-Solicitation and Confidentiality Agreement, dated as of May 8, 2020, by and between PulteGroup, Inc. and Stephen P. Schlageter.

104 Cover Page Interactive Data File (formatted in Inline XBRL)

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