Frontdoor Inc. filed SEC Form 8-K: Leadership Update, Regulation FD Disclosure

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

Frontdoor, Inc.

(Exact name of Registrant as Specified in Its Charter)

(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:

Securities registered pursuant to Section 12(b) of the Act:

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 ☐

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. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On March 16, 2026, the Board of Directors (the “Board”) of Frontdoor, Inc. (the “Company”) unanimously elected Dennis Howard as a director of the Company, and appointed him as a member of the Audit Committee of the Board, effective March 17, 2026. Mr. Howard is the Managing Director, Chief Technology, Operations, and Data Officer for Charles Schwab, a global financial services firm. Mr. Howard will stand for re-election at the Company’s 2026 annual meeting of stockholders.

There were no arrangements or understandings pursuant to which Mr. Howard was elected as a director. The Board has affirmatively determined, under Nasdaq listing standards and the Company’s Corporate Governance Guidelines, that Mr. Howard is “independent.”

Mr. Howard will receive the Company’s standard compensation provided to all of the Company’s non-employee directors for service on the Board, which is currently $90,000 per annum, payable quarterly in cash, and $180,000 per annum, payable in shares of fully vested common stock of the Company, par value per $0.01 share (the “Shares”) issued under the Company’s 2018 Omnibus Incentive Plan, annually at the time of the annual meeting of stockholders unless the director has elected to defer the receipt of the Shares to a point in the future. In addition, Mr. Howard will receive the Company’s standard compensation provided to all members of the Audit Committee of the Board, which is currently $12,500 per annum, payable quarterly in cash. The initial cash amount payable to Mr. Howard will be prorated with respect to fiscal year 2026 based on his time of service on the Board and the Audit Committee during 2026. The initial grant of Shares payable to Mr. Howard will be prorated from his time of service on the Board to the date of the first anniversary of the Company’s 2025 annual meeting of stockholders.

Item 7.01 Regulation FD Disclosure.

A press release announcing the election of Mr. Howard as a director, as described above, is attached as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

SIGNATURES

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.