phh8k.htm
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 18, 2008
PHH
CORPORATION
(Exact
name of registrant as specified in its charter)
|
MARYLAND
|
|
1-7797
|
|
52-0551284
|
|
(State
or other jurisdiction
of
incorporation)
|
|
(Commission
File Number)
|
|
(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:
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
|
Item 5.02.
|
Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers.
|
On March
18, 2008, the Compensation Committee (the “Committee”) of the Board of Directors
for PHH Corporation (“PHH”, “Company”, “we” or “our”) approved the performance
targets for the PHH Corporation 2008 Management Incentive Plan (the “PHH MIP”),
PHH Mortgage 2008 Management Incentive Plan (the “Mortgage MIP”) and PHH Arval
2008 Management Incentive Plan (the “Fleet MIP”). The performance
targets for the Mortgage MIP and the Fleet MIP are based on the attainment of
certain pre-tax income after minority interest targets for the year ending
December 31, 2008 for PHH Mortgage Corporation (“PHH Mortgage”) and PHH Vehicle
Management Services, LLC, doing business as PHH Arval (“PHH Arval”),
respectively. The performance target for the PHH MIP is based 50% on
the attainment of the performance target established for PHH Mortgage and 50% on
the attainment of the performance target established for PHH
Arval. Mr. Terence W. Edwards, President and Chief Executive Officer
of the Company, and Mr. William F. Brown, Senior Vice President, General Counsel
and Secretary of the Company, are participants in the PHH MIP with target payout
levels equal to 100% and 50% of their base salary, respectively. Mr.
George J. Kilroy, President and Chief Executive Officer of PHH Arval, is a
participant in the Fleet MIP with a target payout equal to 100% of his base
salary. Mr. Mark R. Danahy, Senior Vice President and Chief Financial
Officer of PHH Mortgage, is a participant in the Mortgage MIP with a target
payout equal to 75% of his base salary. A copy of the Committee
resolution, including the PHH MIP, Fleet MIP and Mortgage MIP, is attached to
this Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein by
reference.
Item
9.01. Financial Statements and Exhibits.
(d) Exhibits
|
|
*
Confidential treatment has been requested for certain portions of this
exhibit pursuant to Rule 24b-2 of the Exchange Act, which portions
have been omitted and filed separately with the Securities and
Exchange Commission ("SEC").
|
Forward-Looking
Statements
This Form
8-K and the exhibits hereto contain 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, 2007, 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.
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:
March 24, 2008
|
|