Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On October 11, 2021, the Board of Directors (the "Board") of Watsco, Inc., a
Florida corporation (the "Company") appointed John Macdonald, 64, as a Common
stock director and nominated Mr. Macdonald to stand for election at the
Company's 2022 annual shareholder meeting for a term to expire at the Company's
2024 annual meeting of shareholders. The Board additionally appointed
Mr. Macdonald to serve on the Board's Compensation Committee.
Mr. Macdonald is the former President and CEO of Enercare, Inc., one of the
largest home service companies in North America. He retired from Enercare in
2018, following its acquisition by Brookfield Infrastructure. He presently
serves as Chairman of the Board of Parity, Inc., a Toronto-based computer
software company using artificial intelligence to reduce carbon emissions for
multi-tenant buildings. Mr. Macdonald was a member of the Company's Advisory
Board from September 2019 until his appointment to the Board on October 11,
2021.
Mr. Macdonald will participate in the standard non-management director
compensation arrangements described in the section entitled "Director
Compensation" that is included in the Company's 2021 Proxy Statement filed with
the Securities and Exchange Commission on April 30, 2021.
There are no arrangements or understandings between either Mr. Macdonald, on the
one hand, and any other person, on the other hand, pursuant to which he was
appointed to the Board. Since the beginning of the Company's last fiscal year,
the Company has not engaged in any transactions, and there are no proposed
transactions, or series of similar transactions, in which Mr. Macdonald was or
is to be a participant and in which any related person had a direct or indirect
material interest in which the amount involved exceeds or exceeded $120,000.
Mr. Macdonald replaces George P. Sape, who resigned from the Board on October 6,
2021. Mr. Sape was elected by the holders of the Company's Common stock, and his
term was to expire at the Company's 2024 annual meeting of shareholders.
Mr. Sape's resignation from the Board was not due to any disagreement with the
Company, and Mr. Sape joined the Company's Advisory Board effective October 11,
2021.
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