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 January 18, 2021, the Board of Directors (the "Board") of Terminix Global
Holdings, Inc. ("Terminix" or the "Company") expanded its directorships by one
and appointed David J. Frear, 64, as a member of the Board to fill the
vacancy created by the expansion. Mr. Frear will serve as a Class I director,
with his initial term expiring at the Company's 2021 annual stockholders
meeting. Mr. Frear was also appointed to serve as a member of the Board's Audit
and Environmental, Health & Safety Committees. The Board determined, after
considering all of the relevant facts and circumstances, that Mr.
Frear is "independent" as defined under NYSE listing standards.
No arrangements exist between the Company and Mr. Frear or any other person
pursuant to which he was selected as a director. There are no transactions in
which Mr. Frear has an interest requiring disclosure under Item 404(a) of SEC
Regulation S-K.
Mr. Frear will be entitled to participate in the Company's publicly disclosed
director compensation plans, pursuant to which he 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 April 20, 2020 under "The Board of Directors and
Corporate Governance- Director Compensation."
In connection with this announcement, Terminix issued a press release on January
19, 2021, a copy of which is being furnished hereto as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit Description
99.1 Press Release issued January 19, 2021.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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