|
Item
1.01
|
Entry
into a Material Definitive
Agreement.
|
As
previously disclosed, PHH
Corporation (the “Company”)
has not
yet finalized its financial statements for fiscal 2005 and the audit
with
respect to such financial statements is ongoing. As a result, the Company
has
(i) delayed the filing of its Annual Report on Form 10-K for the fiscal year
ended December 31, 2005 (the “2005 Form 10-K”) beyond the Securities and
Exchange Commission (“SEC”) filing deadline and (ii) postponed its Annual
Meeting of Stockholders, originally scheduled for April 27, 2006, and the
mailing of its Proxy Statement. Accordingly, on April 21, 2006, after
consideration of the foregoing delays, the Compensation Committee of the
Company’s Board of Directors determined that the vesting of certain
restricted stock units scheduled to vest on April 22, 2006 be deferred until
five business days following the filing of the Company’s 2005 Form
10-K held by senior executives of the Company, PHH Mortgage
Corporation and PHH Vehicle Management Services, LLC, doing business as PHH
Arval, both wholly-owned subsidiaries of the Company. The remaining terms
of the
restricted stock units have not been modified.
|
Item
3.01
|
Notice
of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard;
Transfer of Listing.
|
As
a
result of the delay in the filing of the Company’s 2005 Form 10-K and Proxy
Statement as set forth in Item 1.01 above, the Company could not make certain
disclosures required to be made in those filings under Section 303A of the
New
York Stock Exchange (“NYSE”) Listed Company Manual as more fully discussed
below. On
April
27,
2006,
the Company advised the NYSE that the finalization
of its
financial
statements for the
fiscal
year ended December 31, 2005 and the
accompanying audit were
ongoing, and at this time, the
Company
was not prepared to file its 2005
Form
10-K
and Proxy Statement which would include the
required
NYSE corporate governance disclosures. Based
upon these discussions with the Company, the
NYSE advised the
Company that
it
could provide the required corporate governance disclosures through
the filing of this Current Report on Form 8-K.
The
NYSE
Listed Company Manual requires NYSE-listed companies to make certain corporate
governance disclosures in their annual reports on Form 10-K and proxy
statements. In particular, Section 303A of the NYSE Listed Company Manual
requires companies to:
| · |
disclose
the board’s evaluation of each director’s relationship with the company,
whether the board has adopted categorical standards of independence,
and
its determination as to the independence of each director;
|
| · |
identify
the non-management director who presides at all regularly scheduled
executive sessions of the non-management members of the board of
directors;
|
| · |
disclose
a method by which interested parties may communicate directly with
the
presiding director or the non-management directors as a
group;
|
| · |
disclose
the availability of such company’s corporate governance guidelines, code
of business conduct and ethics and charters for the board’s audit,
compensation and corporate governance committees on its website and
in
print upon stockholder request; and
|
| · |
disclose
that (i) such company’s chief executive officer and chief financial
officer have filed the certifications required by Section 302 of
the
Sarbanes-Oxley Act with the company’s most recently filed annual report on
Form 10-K, and (ii) such company’s chief executive officer has certified
to the NYSE that he is not aware of any violation of the NYSE corporate
governance listing standards by the
company.
|
The
Company intends to provide the following disclosures in its 2005 Form 10-K
and/or Proxy Statement to be distributed to stockholders in substantially
the
form presented below. The
Company is diligently working to complete its 2005 Form 10-K and Proxy
Statement, and will distribute both filings to its stockholders as soon as
possible. However, the Company can provide no assurances at this time as
to when
this distribution will take place.
Director
Independence
Pursuant
to the Company’s Corporate Governance Guidelines, the Company has adopted an
enhanced independence standard requiring that at least two-thirds of the
Board
of Directors qualify as independent directors under the NYSE corporate
governance rules. The Company’s Board of Directors has also adopted Independence
Standards for Directors, attached hereto and incorporated herein by reference
as
Exhibit 99.1. The Board of Directors reviewed each of the director’s
relationships with the Company in conjunction with the Independence Standards
for Directors and NYSE corporate governance rules, and has affirmatively
determined that all of the non-employee directors, including Messrs. Brinkley,
Krongard, Mariner and Van Kirk and Ms. Logan, meet the categorical
standards under the Independence Standards for Directors and
are
independent directors under the NYSE corporate governance rules. The Board
determined that Messrs. Edwards and Kilroy, who serve as executive officers
of
the Company and its subsidiaries, are not independent directors. Accordingly,
more than two-thirds of the members of the Board of Directors are
independent.
Presiding
Director for Executive Sessions
The
Company’s Board of Directors has designated Mr. Krongard, the Non-Executive
Chairman of the Board and Chairman of the Corporate Governance Committee,
as the
presiding director of executive sessions of the non-management directors
of the
Board.
Communication
with Non-Management Directors
In
accordance with the Company’s Corporate Governance Guidelines, all stockholder
and interested party communications to any director, the non-management
directors as a group or the Board of Directors shall be forwarded to the
attention of the Chairman of the Corporate Governance Committee, c/o Corporate
Secretary, 3000 Leadenhall Road, Mt. Laurel, NJ 08054.
The
Corporate Secretary shall review all such stockholder and interested party
communications and discard those which (i) are not related to the business
or
governance of the Company, (ii) are commercial solicitations which are not
relevant to the Board’s responsibilities and duties, (iii) pose a threat to
health or safety, or (iv) the Chairman of the Corporate Governance Committee
has
otherwise instructed the Corporate Secretary not to forward. The Corporate
Secretary will then forward all relevant stockholder and interested party
communications to the Chairman of the Corporate Governance Committee for
review
and dissemination.
Corporate
Governance Guidelines, Code of Business Conduct and Committee
Charters
The
Company’s Corporate Governance Guidelines, Code of Business Conduct and charters
for the Audit, Compensation and Corporate Governance Committees are available
on
the Company’s website at www.phh.com
under
the
headings “Investor Relations-Corporate Governance.” Copies of the Corporate
Governance Guidelines, Code of Business Conduct and committee charters are
also
available to stockholders upon request, addressed to the Corporate Secretary
at
3000 Leadenhall Road, Mt. Laurel, NJ 08054 (telephone number: 1-866-PHH-INFO
or
1-856-917-1PHH).
The Company will post to its website any amendments to the Code of Business
Conduct, or waivers to the provisions thereof for principal officers or
directors, under the headings “Investor Relations-Corporate
Governance-Waivers.”
Annual
CEO Certification
The
chief
executive officer and chief financial officer certifications required under
Section 302 of the Sarbanes-Oxley Act of 2002 have been filed as exhibits
to the
Company’s Annual Report on Form 10-K for the fiscal year ended December 31,
2004. The certification by the Company’s chief executive officer required under
Section 303A.12(a) of the NYSE corporate governance rules has been submitted
to
the NYSE with qualifications related to the Company’s failure to make the
required corporate governance disclosures as a result of the delay in the
completion of its 2005 Form 10-K and Proxy Statement.
As
discussed above, upon the filing of this Form 8-K the Company will be in
compliance with the NYSE corporate governance rules.
|
Item
9.01
|
Financial
Statements and
Exhibits.
|
(c) Exhibits
This
Current Report on Form 8-K contains forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities and Exchange Act of 1934, as amended. These statements
are
subject to known and unknown risks, uncertainties and other factors which
may
cause the Company’s actual results, performance or achievements to be materially
different from any future results, performance or achievements expressed
or
implied by such forward-looking statements. Statements preceded by, followed
by
or that otherwise include the words “believes”, “expects”, “anticipates”,
“intends”, “projects”, “estimates”, “plans”, “may increase”, “may fluctuate” and
similar expressions or future or conditional verbs such as “will”, “should”,
“would”, “may” and “could” are generally forward-looking in nature and not
historical facts.
You
should consider the areas of risk described under the heading “Forward Looking
Statements” in the Company’s periodic reports under the Securities Exchange Act
of 1934, as amended, and those risk factors included as Exhibit 99 thereto,
titled “Risk Factors Affecting the Company’s Business and Future Results,” in
connection with any forward-looking statements that may be made by the Company
and its businesses generally. Except for the Company’s ongoing obligations to
disclose material information under the federal securities laws, the Company
does not undertake any obligation to release publicly any updates or revisions
to any forward-looking statements, to report events or to report the occurrence
of unanticipated events unless required by law.
SIGNATURE
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.
|
|
PHH
CORPORATION
|
|
|
|
|
|
|
|
|
By:
|
/s/
Clair M. Raubenstine
|
|
|
Name:
|
Clair
M. Raubenstine
|
|
|
Title:
|
Executive
Vice President and Chief Financial Officer
|
|
|
|
|
|
Dated:
April 27, 2006
|
|