UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT
REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 25, 2009
PHH CORPORATION
(Exact name of registrant as specified in its charter)
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| MARYLAND
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1-7797
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52-0551284 |
(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.) |
3000 Leadenhall Road
Mt. Laurel, New Jersey 08054
(Address of principal executive offices, including zip code)
(856) 917-1744
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
TABLE OF CONTENTS
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| Item 5.02 |
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Departure of Directors or Certain Officers; Election of
Directions; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers. |
2009 Performance Unit Award Grants
On March 25, 2009, the Compensation Committee of the Board of Directors (the “Committee”) of
PHH Corporation (“PHH”, the “Company”, “we” or “us”) awarded performance unit awards under the
Company’s 2005 Equity and Incentive Plan (“2005 EIP”) to Terence W. Edwards, Sandra E. Bell, George
J. Kilroy, Mark R. Danahy, and William F. Brown, for the target share amounts of 45,000, 30,000,
30,000, 30,000 and 16,722, respectively. Awardees will earn shares of the Company’s common stock
pursuant to the performance unit awards in accordance with the percentage by which PHH attains the
target amount of cumulative PHH pre-tax net income after non-controlling interest (“PTIANI”) during
the target measurement period of January 1, 2009 through December 31, 2011. The minimum
performance level required for an awardee to earn shares pursuant to the performance unit awards is
50% of the target amount of cumulative PTIANI during the target measurement period (in which case,
an awardee will earn 50% of the target level of shares awarded). Awardees may not earn more than
120% of the target level of shares subject to the award. The Committee has the authority and
discretion to exclude the impact of certain extraordinary or unusual accounting adjustments or
income/expense items from the calculation of PTIANI during the target measurement period which, in
the discretion of the Committee, are reasonably considered to be outside of the control of
management. The performance unit awards will be settled and shares earned pursuant thereto will be
issued on or after January 1, 2012, and on or before April 30, 2012. No shares will be issued to
any awardee whose employment terminates for any reason (other than for death or disability) before
January 1, 2012. If a “change in control” of the Company (as defined in the 2005 EIP) occurs
during the target measurement period, the performance conditions in the award will be deemed to be
fully achieved and the target number of shares will then be issued to awardees employed on the
date of the “change in control.”
The foregoing description of the performance unit awards does not purport to be complete and
is qualified in its entirety by reference to the full text of the form of the 2009 Performance Unit
Award Notice and Agreement, which is attached to this Current Report on Form 8-K (the “Form 8-K”)
as Exhibit 10.1 and is incorporated herein by reference in its entirety.
Forward-Looking Statements
Statements in this Form 8-K and the exhibits hereto that are not historical facts are
forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
These statements are subject to known and unknown risks, uncertainties and other factors which may
cause our actual results, performance or achievements to be materially different from any future
results, performance or achievements expressed or implied by such forward-looking statements. You
should understand that these statements are not guarantees of performance or results and are
preliminary in nature. Statements preceded by, followed by or that otherwise include the words
“believes”, “expects”, “anticipates”, “intends”, “projects”, “estimates”, “plans”, “may increase”,
“may result”, “will result”, “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 in our filings with the SEC pursuant to the
Exchange Act under the heading “Cautionary Note Regarding Forward-Looking Statements” in our
periodic reports, and those risk factors included as “Item 1A. Risk Factors” in our Annual Report
on Form 10-K for the year ended December 31, 2008, in connection with any forward-looking
statements that may be made by us and our businesses generally. Except for our ongoing obligations
to disclose material information under the federal securities laws, we undertake no 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.