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 13, 2020
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.) |
| | |
150 Peabody Place, Memphis, Tennessee | | 38103 |
(Address of principal executive offices) | | (Zip Code) |
(901) 701-5002
(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 5.07. | Submission of Matters to a Vote of Security Holders. |
At the 2020 Annual Meeting on May 13, 2020, the Company’s stockholders (1) elected the persons listed below to serve as Class II directors for a term of one year, expiring at the Company’s 2021 annual meeting of stockholders and until their successors have been duly elected and qualified; (2) ratified the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal 2020; and (3) approved, on an advisory basis, the Company’s named executive officer compensation. Each of these proposals is described in greater detail in the 2020 Proxy Statement. Set forth below are the voting results for these proposals.
| | (1) | Election of three Class II directors for a term of one year, expiring at the Company’s 2021 annual meeting of stockholders and until their successors have been duly elected and qualified: |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | Votes For | | | Votes Against | | | | | | | |
Nominee Name | | Number | | | % of Votes
Cast | | | Number | | | % of Votes
Cast | | | Abstentions | | | Broker Non- Votes | |
Richard P. Fox | | | 54,735,275 | | | | 74.84 | % | | | 18,401,459 | | | | 25.16 | % | | | 1,902,037 | | | | 2,326,907 | |
Brian P. McAndrews | | | 53,268,265 | | | | 72.83 | % | | | 19,868,456 | | | | 27.27 | % | | | 1,902,050 | | | | 2,326,907 | |
Rexford J. Tibbens | | | 74,213,550 | | | | 98.97 | % | | | 770,311 | | | | 1.03 | % | | | 54,910 | | | | 2,326,907 | |
| | (2) | Ratification of the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal 2020: |
| | | | | | | | | | |
Votes For | | Votes Against | | | | |
Number | | % Shares Entitled to Vote | | Number | | % Shares Entitled to Vote | | Abstentions | | Broker Non- Votes |
77,137,636 | | 99.70% | | 148,488 | | 0.19% | | 79,554 | | 0 |
| | (3) | Advisory vote to approve the Company’s named executive officer compensation: |
| | | | | | | | | | |
Votes For | | Votes Against | | | | |
Number | | % Shares Entitled to Vote | | Number | | % Shares Entitled to Vote | | Abstentions | | Broker Non- Votes |
60,168,689 | | 80.18% | | 12,729,397 | | 16.96% | | 2,140,685 | | 2,326,907 |
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.
| | | | | | |
Dated: May 19, 2020 | | | | FRONTDOOR, INC. |
| | | | | | | |
| | | | By: | | /s/ Jeffrey A. Fiarman |
| | | | Name: | | Jeffrey A. Fiarman |
| | | | Title: | | Senior Vice President, General Counsel and Secretary |
