8-K

Dated: October 25, 2023

FRONTDOOR, INC.

/s/ Jeffrey A. Fiarman

Jeffrey A. Fiarman

Senior Vice President, General Counsel and Secretary

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): October 24, 2023

LOGO

Frontdoor, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-38617

82-3871179

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)


3400 Players Club Parkway, Memphis, Tennessee				38125
(Address of principal executive offices)				(Zip Code)

(901) 701-5000

(Registrant’s telephone number, including area code)

Not Applicable

(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):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	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:

Title of each class

Trading

Symbol

Name of each exchange

on which registered

Common stock, par value $0.01 per share

FTDR

NASDAQ

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 October 24, 2023, the Board of Directors (the “Board”) of Frontdoor, Inc. (the “Company”) unanimously elected Lara Balazs as a director of the Company, and appointed her as a member of the Nominating and Corporate Governance Committee of the Board, effective immediately. Ms. Balazs is the Executive Vice President, General Manager, Strategic Partnership Group and Chief Marketing Officer of Intuit Inc., a global financial technology platform that powers prosperity for consumers and small businesses. Ms. Balazs will stand for election at the Company’s 2024 annual meeting of stockholders.

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

Ms. Balazs 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 $160,000 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. The initial cash amount payable to Ms. Balazs will be prorated with respect to fiscal year 2023 based on her time of service on the Board during 2023. The initial grant of Shares payable to Ms. Balazs will be prorated from her time of service on the Board to the date of the first anniversary of the Company’s 2023 annual meeting of stockholders.

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

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.


Exhibit No.		Description of Exhibit

99.1		Press Release of Frontdoor, Inc., dated October 25, 2023

104		The cover page from this Current Report on Form 8-K, formatted in Inline XBRL

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.

SEC Form 8-K filed by Frontdoor Inc.