Rollins Inc. filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
$ROL
Diversified Commercial Services
Finance
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
Date of Report (Date of earliest event reported): April 23, 2024
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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 23, 2024, in connection with Jerry’s Nix’s previously reported retirement from the Board of Directors (the “Board”) of Rollins, Inc. (the “Company”), the Board appointed (1) Louise S. Sams as the Lead Independent Director of the Board and the Chairperson of the Nominating and Corporate Governance Committee and (2) Gregory B. Morrison as Chairperson of the Human Capital Management and Compensation Committee. The Board also appointed Dale E. Jones to the Human Capital Management and Compensation Committee.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On April 23, 2024, the Company held its 2024 Annual Meeting of Shareholders (the “Annual Meeting”) at which the Company’s shareholders considered the following proposals: (i) to elect four Class II director nominees to serve as directors of the Company until the 2027 Annual Meeting of Shareholders, or until their successors are duly elected and qualified; and (ii) to ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024.
Proposal 1: At the Annual Meeting, the Company’s shareholders duly elected four director nominees as Class II directors, to serve until the Company’s 2027 Annual Meeting of Shareholders. Vote results for each director nominee were as follows:
| Director Nominees | For | Withheld | Broker Non-Votes | ||||||||
| Gary W. Rollins | 399,491,767 | 44,505,989 | 14,893,382 | ||||||||
| Pamela R. Rollins | 426,860,630 | 17,075,959 | 14,954,549 | ||||||||
| P. Russell Hardin | 406,467,128 | 37,447,557 | 14,976,453 | ||||||||
| Dale E. Jones | 440,624,542 | 3,786,582 | 14,480,014 | ||||||||
Proposal 2: At the Annual Meeting, the Company’s shareholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2024. Vote results were as follows:
| For | Against | Abstain | Broker Non-Votes | ||||||||
| 457,886,524 | 762,035 | 242,579 | 0 | ||||||||
Item 9.01 Financial Statements and Exhibits.
| Exhibit No. | Description | |||||||
| 99.1 | ||||||||
| 104 | Cover Page Interactive Data File (embedded with the Inline XBRL document) | |||||||
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 25, 2024 | By: | /s/ Kenneth D. Krause | ||||||
| Name: | Kenneth D. Krause | |||||||
| Title: | Executive Vice President, Chief Financial Officer and Treasurer | |||||||
| (Principal Financial Officer) | ||||||||