UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
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Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On April 26, 2022, the Board of Directors (the “Board”) of Rollins, Inc. (the “Company”) appointed Traci Hornfeck, the Company’s Chief Accounting Officer, as the Company’s Principal Accounting Officer, effective immediately.
Ms. Hornfeck, 43, has served as the Company’s Chief Accounting Officer since October 2021. Prior to joining the Company, Ms. Hornfeck served as the Vice President US Controller of Equifax from March 2018 to October 2021 and as Vice President of External Reporting at Equifax from June 2014 to March 2018. Prior to those roles, Ms. Hornfeck worked as a Senior Manager for PricewaterhouseCoopers, LLP from September 2009 to June 2014. Ms. Hornfeck holds a Bachelors of Science in Accounting from Miami University and is a certified public accountant.
No compensation agreement or arrangement has been entered into with Ms. Hornfeck in connection with her appointment. If the Company determines to provide Ms. Hornfeck with new or amended material compensation in connection with her appointment, the Company will then amend this Current Report on Form 8-K within four business days after such information is determined or becomes available.
Ms. Hornfeck has no family relationships that require disclosure pursuant to Item 401(d) of Regulation S-K and has not been involved in any transactions that require disclosure pursuant to Item 404(a) of Regulation S-K. There is no arrangement or understanding between Ms. Hornfeck and any other person pursuant to which Ms. Hornfeck was named as Principal Accounting Officer of the Company.
Item 5.07Submission of Matters to a Vote of Security Holders.
On April 26, 2022, the Company held its 2022 Annual Meeting of Stockholders (the “Annual Meeting”) at which the Company’s stockholders considered the following proposals: (i) to elect four Class III director nominees to serve as directors of the Company until our 2025 annual meeting of stockholders or until their successors are duly elected and qualified; (ii) to ratify the appointment of Grant Thornton LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2022; and (iii) to consider and vote on a proposal to approve the Rollins, Inc. 2022 Employee Stock Purchase Plan.
Proposal 1: | At the Annual Meeting, the Company’s stockholders duly elected four director nominees as Class III directors, to serve until the Company’s 2025 Annual Meeting of Stockholders. Vote results for each director nominee were as follows: |
Director Nominees |
|
For |
| Withheld |
| Broker Non-Votes |
| |||
Susan R. Bell | 433,860,880 | 15,334,987 | 11,792,118 | |||||||
Donald P. Carson | 367,663,454 | 81,532,411 | 11,792,120 | |||||||
Louise S. Sams | 446,594,240 | 2,601,624 | 11,792,121 | |||||||
John F. Wilson | 409,245,168 | 39,950,697 | 11,792,120 | |||||||
Proposal 2: | At the Annual Meeting, the Company’s stockholders ratified the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2022. Vote results were as follows: |
| For |
| Against |
| Abstain |
| Broker Non-Votes |
| |
438,089,630 | 22,471,875 | 426,480 | — |
Proposal 3: | At the Annual Meeting, the Company’s stockholders voted to approve the Rollins, Inc. 2022 Employee Stock Purchase Plan. Vote results were as follows: |
| For |
| Against |
| Abstain |
| Broker Non-Votes |
| |
448,461,519 | 318,326 | 416,017 | 11,792,123 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, Rollins, Inc. has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
ROLLINS, INC.
Date: April 27, 2022 | By: | /s/ Julie Bimmerman |
| Name: | Julie Bimmerman |
| Title: | Interim Chief Financial Officer and Treasurer |
|
| (Principal Financial Officer) |