PHH Corporation (NYSE: PHH) (�PHH,� the �Company,� �we,� �our�
and �us�) today announced that RiskMetrics Group (formerly ISS) and
Glass Lewis & Co., the two leading independent proxy advisory
firms, have both recommended that PHH stockholders vote the
Company�s WHITE proxy
card �FOR� PHH�s Board
nominees and not vote the gold proxy card provided by dissident
stockholder, Pennant Capital Management, several related entities
managed by Pennant Capital and Alan Fournier, the manager of
Pennant Capital (collectively, �Pennant�).
Commenting on the election contest, RiskMetrics concluded,
�[T]he company�s improving performance and relatively strong
shareholder return performance suggest that the dissidents have not
met the burden of proof for change at this time.� RiskMetrics also
stated, �[I]n view of the current board�s performance and in the
absence of prevailing evidence that change is needed, we believe
that it would not be prudent to replace the current CEO and
non-executive chairman at this time. As such, we recommend
shareholders vote on the WHITE card and vote FOR all incumbent nominees.�1
(Emphasis added.)
Commenting on the election contest, Glass Lewis reported that
�[T]he Dissident has failed to convince us that change is needed on
the [B]oard at this time.� The report went on to state, �[W]e note
that the Dissident�s plan is particularly thin on detail. Pennant
has provided little information as to how its nominees will create
value for shareholders. Based on these considerations, we believe
that shareholders should vote FOR all nominees on the
WHITE card.�1
Following the announcement of the recommendations of RiskMetrics
and Glass Lewis, Mr. A.B. Krongard, PHH�s Non-Executive Chairman of
the Board, made the following statement on behalf of PHH�s Board of
Directors:
�The�PHH Board welcomes the endorsements of�the Board�s nominees
from RiskMetrics and Glass Lewis, the two leading independent proxy
advisory firms. Throughout this election contest, we have
consistently stated that the change in Board membership proposed by
Pennant is NOT in the best interests of all�PHH stockholders and that our
stockholders� investment in PHH would be better served by voting
the WHITE card to
elect the Board�s nominees. The Board believes that all three of
the Board�s nominees have the qualifications and experience
necessary for the Board to continue to perform its leadership and
stewardship functions.�
PHH�s Board of Directors unanimously urges stockholders to
follow the director voting recommendations of RiskMetrics and Glass
Lewis by voting for ALL THREE
of the Board�s nominees (Messrs. A.B. Krongard, Terence W. Edwards
and James O. Egan) using the WHITE proxy card or vote
instruction form. The PHH Board also unanimously recommends that
stockholders discard any materials received from Pennant.
At PHH�s 2009 Annual Meeting of Stockholders scheduled to be
held on June 10, 2009, PHH�s stockholders will be asked, among
other things, to elect three Class I Directors to serve for a
three-year term. The PHH Board of Directors has nominated A.B.
Krongard (PHH�s Non-Executive Chairman of the Board),�Terence W.
Edwards (PHH�s President and Chief Executive Officer) and James O.
Egan (PHH�s Audit Committee Chairman) for re-election as Class I
Directors. Pennant has nominated Messrs. Loren and Parseghian to
replace Messrs. Krongard and Edwards on PHH�s Board of Directors.
PHH�s Board of Directors unanimously opposes Pennant�s
nominations.
PHH
encourages all of its stockholders to vote the WHITE card in this
important election.
Vote TODAY. Your vote matters!
HOW TO VOTE BEFORE THE MEETING ON JUNE 10,
2009:
If your shares are registered in your own name, please sign,
date and mail the WHITE proxy card to Georgeson Inc.
in the self addressed, stamped envelope previously provided. If
your shares are held in the name of a brokerage firm, bank, nominee
or other institution, you must provide instructions to that entity
so that your votes will be cast. Please sign, date and mail the
WHITE vote instruction
form previously provided by your bank, broker or other nominee and
return it using the self-addressed, postage-paid envelope
provided.
YOU MAY ALSO CAST YOUR VOTE USING
YOUR TOUCH TONE PHONE OR VIA THE INTERNET BY FOLLOWING THE
INSTRUCTIONS ON YOUR WHITE PROXY CARD OR VOTE INSTRUCTION
FORM
After voting the WHITE proxy card, do not sign or
return any proxy card sent to you by Pennant Capital Management,
LLC. Remember � only your latest dated proxy will determine how
your shares are to be voted at the meeting.
If you have voted a gold proxy card sent by Pennant, you can
change your vote by sending a later-dated WHITE proxy card or vote
instruction form or by providing later-dated instructions by phone
or internet
If you have any questions or need
assistance in voting your shares, please contact our proxy
solicitor.
Georgeson
199 Water Street, 26th Floor
New York, NY 10038
Banks and Brokers (212) 440-9800
Stockholders Call Toll Free (877)
278-9668
1 Permission to use quotations from the reports issued by
RiskMetrics Group and Glass Lewis & Co. was neither sought nor
obtained.
About PHH Corporation
Headquartered in Mount Laurel, New Jersey, PHH Corporation is a
leading outsource provider of mortgage and vehicle fleet management
services. Its subsidiary, PHH Mortgage Corporation, is one of the
top five retail originators of residential mortgages in the United
States2, and its subsidiary, PHH Arval, is a leading fleet
management services provider in the United States and Canada. For
additional information about the company and its subsidiaries,
please visit our website at www.phh.com.
2 Inside Mortgage Finance, Copyright 2009
Important Additional Information
PHH Corporation, on May 7, 2009, filed a proxy statement in
connection with its 2009 Annual Meeting of Stockholders and advises
its stockholders to read that proxy statement because it contains
important information. Stockholders can obtain a free copy of that
proxy statement and other documents (when available) that PHH files
with the Securities and Exchange Commission at the Commission�s
website at www.sec.gov. That proxy statement and these other
documents are also available free of charge by directing a request
to PHH Corporation, Attn: Investor Relations, 3000 Leadenhall Road,
Mt. Laurel, New Jersey 08054 or visiting PHH�s website at
www.phh.com under the �Investor Relations� tab.
PHH, its directors and named executive officers may be deemed to
be participants in the solicitation of proxies from PHH
stockholders in connection with the 2009 Annual Meeting of
Stockholders. Information regarding the names, affiliations and
interests of such individuals is contained PHH�s proxy statement
referred to in the preceding paragraph.
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