UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C.
20549
SCHEDULE 14A
Proxy Statement Pursuant to
Section 14(a) of the Securities
Exchange Act of 1934 (Amendment
No. )
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Material Pursuant to
§240.14a-12
PHH CORPORATION
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the
Registrant)
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RISKMETRICS AND GLASS LEWIS
BOTH RECOMMEND
VOTING “FOR” PHH’S BOARD NOMINEES
USING
THE WHITE PROXY CARD
MT Laurel, NJ — June 2, 2009 — 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
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.
199 Water Street, 26th Floor
New York, NY 10038
Banks and Brokers (212) 440-9800
Stockholders Call Toll Free (877) 278-9668
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.
###
Contact Information:
Investors:
Nancy R. Kyle
856-917-4268
Investors:
Nancy R. Kyle
856-917-4268