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Published on 6/12/2009 in the Prospect News Special Situations Daily.

PHH shareholder Pennant Capital wins two seats on company's board

By Lisa Kerner

Charlotte, N.C., June 12 - PHH Corp. and Pennant Capital Management, LLC announced the certified voting results from PHH's 2009 annual meeting.

Shareholders elected James O. Egan, Allan Z. Loren and Gregory J. Parseghian as class I directors for three-year terms on PHH's board of directors, a PHH and Pennant news release said.

Egan is the chairman of PHH's audit committee.

Loren, the former chairman of Dun & Bradstreet Corp., and Parseghian, the former chief executive officer of Freddie Mac, were nominated by Pennant.

PHH's slate included Egan, board chairman A.B. Krongard and president and CEO Terence W. Edwards.

PHH and Pennant said that based on certified results by Corporate Election Services, the number of votes for and withheld were as follows:

• 44,362,581 votes for Egan and 243,926 withheld;

• 25,924,544 votes for Parseghian and 167,442 withheld;

• 25,918,027 votes for Loren and 173,959 withheld;

• 18,391,25 votes for Edwards and 123,267 withheld; and

• 18,210,666 votes for Krongard and 303,855 withheld.

The Wednesday annual meeting was adjourned for 48 hours to allow PHH stockholders additional time to consider a proposal to amend PHH's charter to increase the number of authorized shares of PHH's capital stock.

The meeting reconvened on Friday.

PHH said shareholders approved the amendment to increase the number of shares of authorized capital stock to 275 million from 110 million and the authorized number of shares of common stock to 273,910,000 from 108,910,000.

Shareholders also ratified the selection of Deloitte & Touche LLP as PHH's independent registered public accounting firm and approved the company's amended and restated 2005 equity and incentive plan.

Stockholders representing 46,488,200 shares of PHH common stock were present at the meeting in person or by proxy, representing 85.5% of the 54,388,877 shares of PHH common stock outstanding as of the April 22 record date, PHH said.

PHH is an outsource provider of mortgage and vehicle fleet management services based in Mt. Laurel, N.J.


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