UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
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Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
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Date of Report (Date of earliest event reported): July 29, 2019 (July 26, 2019)
SERVICEMASTER GLOBAL HOLDINGS, INC.
(Exact name of each registrant as specified in its charter)
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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)
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(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))
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. ☐
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Common, par value $0.01 | SERV | NYSE |
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of New Director
On July 26, 2019, the Board of Directors (the “Board”) of ServiceMaster Global Holdings, Inc. (“ServiceMaster” or the “Company”) expanded its directorships by one and appointed Deborah H. Caplan, 56, as a member of the Board to fill the vacancy created by the expansion. Ms. Caplan will serve as a Class III Director, with her initial term expiring at the Company’s 2020 annual stockholders meeting. Ms. Caplan was also appointed to serve as a member of the Board’s Audit, Compensation, Environmental, Health & Safety and Nominating & Corporate Governance Committees. The Board determined, after considering all of the relevant facts and circumstances, that Ms. Caplan is “independent” as defined under NYSE listing standards.
No arrangements exist between the Company and Ms. Caplan or any other person pursuant to which she was selected as a director. There are no transactions in which Ms. Caplan has an interest requiring disclosure under Item 404(a) of SEC Regulation S-K.
Ms. Caplan will be entitled to participate in the Company’s publicly disclosed director compensation plans, pursuant to which she will receive an annual retainer on the same terms as the Company’s other non-employee directors. Such director compensation plans are described in more detail in the Company’s Definitive Proxy Statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on March 21, 2019 under “The Board of Directors and Corporate Governance— Director Compensation.”
In connection with this announcement, ServiceMaster issued a press release on July 29, 2019, a copy of which is being furnished hereto as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
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.
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| SERVICEMASTER GLOBAL HOLDINGS, INC. |
| (Registrant) |
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July 29, 2019 | By: | /s/ Anthony D. DiLucente |
| | Anthony D. DiLucente |
| | Senior Vice President and Chief Financial Officer |
EXHIBIT INDEX
