Current Report Filing (8-k)
12 September 2020 - 6:46AM
Edgar (US Regulatory)
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0001705110
2020-09-08
2020-09-08
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iso4217:USD
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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):
September 8, 2020
ANGI Homeservices Inc.
(Exact name of registrant as specified in
charter)
Delaware
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001-38220
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82-1204801
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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3601 Walnut Street, Suite 700
Denver, CO
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80205
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including
area code: (303) 963-7200
(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:
¨ 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
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Trading Symbol(s)
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Name of each exchange on which registered
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Class A Common Stock, par value $0.001
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ANGI
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The Nasdaq Stock Market LLC
(Nasdaq Global Select Market)
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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 September 9, 2020, ANGI Homeservices
Inc. (the “Company”) announced that Craig Smith, President and Chief Operating Officer of the Company, will step down
from his role as President and Chief Operating Officer, effective December 31, 2020 (or on such earlier date as the Company and
Mr. Smith shall mutually agree, the “Effective Date”). Mr. Smith will remain a member of the Company’s Board
of Directors.
In
connection with this announcement and in order to ensure a smooth transition
of responsibilities, on September 8, 2020, the Company: (i) entered into
an advisory agreement with Mr. Smith, pursuant to which he will continue to advise
the Company on matters relating to its business, strategy and operations
from and after the Effective Date for one (1) year (unless the
agreement is earlier terminated or extended as the Company and Mr. Smith shall mutually agree) and
(ii) subject to the execution and non-revocation of a full unconditional release,
agreed to accelerate the vesting of any outstanding unvested Company equity awards held by Mr. Smith as of the Effective
Date and provide that all vested Company stock appreciation rights held by Mr.
Smith at the end of the one (1) year term shall remain outstanding and exercisable through June 29, 2022.
Pursuant to the advisory agreement,
in exchange for his services, the Company has agreed to pay Mr. Smith an annual advisory fee equal to his current base salary
($500,000) and provide continued health and welfare benefits for a period of twelve (12) months. In addition, Mr. Smith
will be bound by covenants not to compete with the Company or solicit the Company’s employees during the term of the agreement
and for twelve (12) months thereafter. In addition, Mr. Smith has agreed not to use or disclose any confidential information of
the Company or its affiliates and to be bound by customary covenants relating to proprietary rights and the related assignment
of such rights. The above summary is qualified in its entirety by reference to Mr. Smith’s advisory agreement, a copy of
which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.
Item 9.01
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Financial Statements and Exhibits.
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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.
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ANGI HOMESERVICES INC.
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By:
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/s/ Shannon Shaw
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Name:
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Shannon Shaw
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Title:
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Chief Legal Officer
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Date: September 11, 2020
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