Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of New Directors
On June 29, 2021, the Board of Directors (the "Board") of Terminix Global
Holdings, Inc. ("Terminix" or the "Company") expanded its directorships by two
and appointed Teresa M. Sebastian, 63, and Chris S. Terrill, 53, as members of
the Board to fill the vacancies created by the expansion. Mr. Terrill will serve
as a Class II director, with his initial term expiring at the Company's 2022
annual stockholders meeting and Ms. Sebastian will serve as a Class III
director, with her initial term expiring at the Company's 2023 annual
stockholders meeting. Ms. Sebastian was also appointed to serve as a member of
the Board's Compensation and Nominating and Corporate Governance Committees and
Mr. Terrill was 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 both Ms. Sebastian
and Mr. Terrill were "independent" as defined under NYSE listing standards.
No arrangements exist between the Company and either Ms. Sebastian or Mr.
Terrill, or any other person, pursuant to which she or he was selected as a
director. There are no transactions in which Ms. Sebastian or Mr. Terrill has an
interest in that requires disclosure under Item 404(a) of SEC Regulation S-K.
Ms. Sebastian and Mr. Terrill will be entitled to participate in the Company's
director compensation plans. Members of the Board who are not employed by
Terminix are entitled to receive an annual retainer of $220,000, of which
$90,000 is payable in cash and the other $130,000 payable in stock. The equity
awards will consist of a grant of shares of common stock on the date of the
annual stockholders meeting or the date of the director's appointment to the
Board, if thereafter. Ms. Sebastian and Mr. Terrill will each receive a
pro-rated equity grant of approximately $114,300 in value as of July 1.
In connection with this announcement, Terminix issued a press release on July 1,
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 July 1, 2021.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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