UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
May 14, 2024
Date of Report (Date of earliest event reported)
Fortrea Holdings Inc.
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 001-41704 | 92-2796441 | ||
| (State or other jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
| 8 Moore Drive | ||||
| Durham, | North Carolina | 27709 | ||
| (Address of principal executive offices) | (Zip Code) | |||
(Registrant’s telephone number including area code) 877-495-0816
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 communication 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 Exchange Act.
Title of Each Class | Trading | Name of exchange | ||
| Common Stock, $0.001 par value | FTRE | The NASDAQ Stock Market LLC |
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 May 16, 2024, Fortrea Holdings Inc. (the “Company”) filed a Current Report on Form 8-K with the Securities and Exchange Commission to report that, among other things, on May 14, 2024, Machelle Sanders was elected to the Board of Directors (the “Board”) of the Company, effective as of May 14, 2024 (the “Original Form 8-K”). At the time of the Original Form 8-K filing, no decision had been made regarding on which committees Ms. Sanders would serve. The Company is filing this Amendment No. 1 on Form 8-K/A to the Original Form 8-K to amend and disclose the committee assignments for Ms. Sanders required by Item 5.02 of Form 8-K.
On August 22, 2024, as recommended by the Board’s Nominating, Corporate Governance and Compliance Committee, the Board appointed Ms. Sanders to serve as a member on each of the Management Development and Compensation Committee of the Board and the Nominating, Corporate Governance and Compliance Committee of the Board, effective as of August 22, 2024. No other amendments, updates or modifications to the Original Form 8-K are being made by this Amendment No. 1.
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.
| Fortrea Holdings Inc. | ||
| By: | /s/ Stillman Hanson | |
| Name: Stillman Hanson | ||
| Title: General Counsel and Secretary | ||
Date: August 26, 2024
