false000142887500014288752022-05-252022-05-25

 

 

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):  May 25, 2022 (May 23, 2022)

 

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TERMINIX GLOBAL HOLDINGS, INC.

 

(Exact name of each registrant as specified in its charter)

 

Delaware

001-36507

20-8738320

(State or other jurisdiction

of incorporation)

(Commission

File Numbers)

(IRS Employer

Identification Nos.)

 

150 Peabody Place, Memphis, Tennessee

38103

(Address of principal executive offices)

(Zip Code)

(901) 597-1400

(Each registrant’s telephone number, including area code)

 _______________________________________________

(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):

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

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

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

o           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, par value $0.01

TMX

NYSE

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    o

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.    o

Item 5.07. Submission of Matters to a Vote of Security Holders.

On May 23, 2022, the Company held its Annual Meeting of Stockholders (the “Annual Meeting”). The record date for stockholders entitled to notice of, and to vote at, the Annual Meeting was March 31, 2022. At the close of business on that date, the Company had 121,493,685 shares of common stock outstanding and entitled to be voted at the Annual Meeting. At the Annual Meeting, three proposals were submitted to the Company’s stockholders. The proposals are described in more detail in the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on April 8, 2022. The final voting results were as follows:

Proposal 1

The Company’s stockholders elected the following Class II directors to serve for a term expiring at the 2025 Annual Meeting. The voting results are set forth below.

Votes For

Votes Against

Votes Abstained

Broker Non-Vote

Laurie Ann Goldman

96,413,784

3,315,199

1,685,565

3,853,727

Steven B. Hochhauser

96,938,802

2,790,288

1,685,458

3,853,727

Chris S. Terrill

74,534,682

25,194,294

1,685,572

3,853,727

The Company’s stockholders elected the following Class III director to serve for a one-year term expiring at the 2023 Annual Meeting. The voting results are set forth below.

Votes For

Votes Against

Votes Abstained

Broker Non-Vote

Teresa M. Sebastian

99,662,105

66,998

1,685,445

3,853,727

Proposal 2

The Company’s stockholders approved the advisory resolution approving executive compensation. The voting results are set forth below.

Votes For

Votes Against

Votes Abstained

Broker Non-Vote

99,717,187

1,689,780

7,581

3,853,727

Proposal 3

The Company’s stockholders ratified the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2022. The voting results are set forth below.

Votes For

Votes Against

Votes Abstained

Broker Non-Vote

102,878,287

2,379,600

10,388

N/A

Item 9.01. Financial Statements and Exhibits.

 (d)           Exhibits



 

 

Exhibit

 

Description

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

2

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.

 

TERMINIX GLOBAL HOLDINGS, INC.

(Registrant)

 

 

 

May 25, 2022

By:

/s/ Robert J. Riesbeck

 

 

Robert J. Riesbeck

 

 

Executive Vice President and Chief Financial Officer

 

 

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