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As Of Filer Filing For·On·As Docs:Size 1/21/20 Servicemaster Global Holdings Inc 8-K:2,5,8,9 1/21/20 12:404K |
Document/Exhibit Description Pages Size 1: 8-K Current Report HTML 50K 2: EX-10.1 Material Contract HTML 75K 3: EX-99.1 Miscellaneous Exhibit HTML 28K 7: R1 Document and Entity Information HTML 47K 10: XML IDEA XML File -- Filing Summary XML 12K 8: XML XBRL Instance -- serv-20200121x8k_htm XML 15K 9: EXCEL IDEA Workbook of Financial Reports XLSX 6K 5: EX-101.LAB XBRL Labels -- serv-20200121_lab XML 53K 6: EX-101.PRE XBRL Presentations -- serv-20200121_pre XML 32K 4: EX-101.SCH XBRL Schema -- serv-20200121 XSD 12K 12: JSON XBRL Instance as JSON Data -- MetaLinks 11± 17K 11: ZIP XBRL Zipped Folder -- 0001428875-20-000005-xbrl Zip 36K
serv-20200121x8k |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM i 8-K
CURRENT REPORT
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Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
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Date of Report (Date of earliest event reported): i January 21, 2020 (January 17, 2020)
i SERVICEMASTER GLOBAL HOLDINGS, INC.
(Exact name of each registrant as specified in its charter)
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i Delaware |
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| i 20-8738320 | |
(State or other jurisdiction of incorporation) |
| (Commission File Numbers) |
| (IRS Employer Identification Nos.) |
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i 150 Peabody Place, i Memphis, i Tennessee |
| i 38103 |
(Address of principal executive offices) |
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i (901) i 597-1400
(Each registrant’s telephone number, including area code)
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(Former name or former address, if changed since last report)
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 (see General Instruction A.2. below):
i o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
i o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
i o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
i o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class | Trading Symbol | Name of each exchange on which registered |
i Common, par value $0.01 | i SERV | i NYSE |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company i o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
On January 21, 2020, ServiceMaster Global Holdings, Inc. (the “Company”) issued a press release announcing, among things, the reaffirmation of its previously issued financial guidance for fiscal year 2019 revenue, adjusted EBITDA and organic growth. A copy of this press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information contained in this Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, except as otherwise expressly set forth by specific reference in such filing.
Nikhil M. Varty resigned from his position as Chief Executive Officer and as a member of the Board of Directors of the Company (the “Board”), in each case, effective as of January 21, 2020 (the “Resignation Date”). Mr. Varty will continue to remain an employee of the Company in the role of Executive Advisor from the Resignation Date through February 29, 2020 (the “Separation Date”).
Additionally, the Board appointed the Company’s current Chairman of the Board, Naren K. Gursahaney, as the Company’s interim Chief Executive Officer, effective as of the Resignation Date. Mr. Gursahaney has served as Chairman of the Board since May 2019, and as a member of the Board since December 2017. He has been a private investor since 2016. From 2012 until 2016, he served as president and chief executive officer, and a member of the board of directors, of The ADT Corporation, a leading provider of security and automation solutions for homes and businesses in the United States and Canada. From 2003 until 2012, he served in various executive positions at Tyco International Ltd. He currently serves on the board of directors of NextEra Energy, Inc. Mr. Gursahaney has extensive experience in operations, strategic planning and with large, global residential and commercial services. Mr. Gursahaney’s existing compensation arrangements in connection with his role as Chairman of the Board and information relating to any related party transactions have been previously filed in the Company’s most recent definitive proxy statement on Schedule 14A, filed with the U.S. Securities and Exchange Commission on March 21, 2019, which information is incorporated by reference herein.
Mr. Varty and the Company entered into a letter agreement (the “Letter Agreement”), effective as of January 21, 2020, setting forth the terms of Mr. Varty’s resignation and continued employment as Executive Advisor until the Separation Date. The Letter Agreement provides that through the Separation Date, Mr. Varty will continue to receive his salary and benefits and will be eligible for continued vesting of his outstanding equity awards. Mr. Varty will also remain eligible to earn and be paid a bonus (if any) under the Company’s 2019 annual bonus plan. In consideration for the foregoing, Mr. Varty has agreed to execute a release of claims in favor of the Company and its affiliates. The foregoing summary description of the Letter Agreement does not purport to be complete and is qualified in its entirety by reference to that full text thereof, which is attached as Exhibit 10.1 hereto and incorporated herein by reference.
In addition to the matters described in Items 2.02 of and 5.02 of this Current Report on Form 8-K, on January 21, 2020, the Company announced that the Board has decided to explore strategic alternatives for its ServiceMaster Brands reporting segment, including a potential sale of the segment.
Furthermore, on January 21, 2019, the Board established the position of lead independent director and appointed Mark E. Tomkins, currently serving as a director, to serve in such position.
Item 9.01. Financial Statements and Exhibits.
(d)Exhibits
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Exhibit |
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10.1 |
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99.1 |
| Press Release of ServiceMaster Global Holdings, Inc. issued January 21, 2020. |
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104 |
| Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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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.
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| SERVICEMASTER GLOBAL HOLDINGS, INC. | |
| (Registrant) | |
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By: | ||
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| Senior Vice President and Chief Financial Officer |
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Exhibit |
| Description |
10.1 |
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99.1 |
| Press Release of ServiceMaster Global Holdings, Inc. issued January 21, 2020. |
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104 |
| Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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This ‘8-K’ Filing | Date | Other Filings | ||
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2/29/20 | ||||
Filed on / For Period end: | 1/21/20 | |||
1/17/20 | ||||
3/21/19 | DEF 14A | |||
1/21/19 | ||||
List all Filings |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/26/21 Terminix Global Holdings Inc. 10-K 12/31/20 119:27M |