Item 2.02. Results of Operations and Financial Condition.
On February 27, 2020, ServiceMaster Global Holdings, Inc. (the "Company") issued
a press release reporting unaudited results for the fourth quarter and full
year 2019. A copy of the press release is being furnished as Exhibit 99.1 and
incorporated herein by reference.
In accordance with General Instruction B.2 of Form 8-K, the information in this
Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed "filed"
for the purposes of Section 18 of the Securities Exchange Act of 1934, as
amended, or otherwise subject to the liability of that section, nor shall it be
deemed incorporated by reference in any filing under the Securities Act of 1933,
as amended, or the Securities Exchange Act of 1934, as amended, except as shall
be expressly set forth by specific reference in such a filing.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As previously announced, the Company is in the process of searching for a
permanent Chief Executive Officer. The Company's current Chief Financial
Officer, Anthony D. DiLucente, is important to the Company and, once hired, will
be of assistance to the new permanent Chief Executive Officer's integration at
the Company, and therefore, on February 26, 2020 the Company entered into a
retention agreement with Mr. DiLucente to ensure the Company will have the
benefit of his continued service and leadership. He will continue to hold the
title of Chief Financial Officer of the Company until the earlier of (1) the
time the new permanent Chief Executive Officer may decide to replace him as
Chief Financial Officer and the Board of Directors appoints a new Chief
Financial Officer or (2) March 31, 2021, unless such date is mutually extended
by the parties. If Mr. DiLucente is replaced as Chief Financial Officer prior to
March 31, 2021, he will hold the title of Executive Advisor until March 31,
2021. The retention agreement provides that Mr. DiLucente will continue to
receive his base salary and incentive compensation through March 31, 2021 and
any equity awards he holds will continue to vest through such date. If Mr.
DiLucente's employment terminates on March 31, 2021, he will be entitled to
severance of (x) one year's base salary, (y) an amount equal to his target
annual bonus and (z) any pro-rated bonus for 2020 if his role as Chief Financial
Officer ends prior to December 31, 2020.
The foregoing summary of Mr. DiLucente's retention agreement does not purport to
be complete and is qualified in its entirety by reference to the retention
agreement, which the Company expects to file as an exhibit to its Quarterly
Report on Form 10-Q for the quarter ended March 31, 2020.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit Description
99.1 Earnings Press Release of ServiceMaster Global Holdings, Inc.
issued February 27, 2020.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
?
2
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses