Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Effective as of 11:59 pm on September 14, 2020, Naren K. Gursahaney resigned as
Interim Chief Executive Officer of ServiceMaster Global Holdings, Inc. (the
"Company"). Effective as of September 15, 2020, Brett T. Ponton began his tenure
as the Company's Chief Executive Officer and as a Class I member of the
Company's Board of Directors, which term is scheduled to expire at the Company's
2021 Annual Meeting of Stockholders. This anticipated leadership transition and
the employment arrangements with Mr. Ponton were previously disclosed on Form
8-K dated August 6, 2020. Also effective as of September 15, 2020, Mr.
Gursahaney reverted to the status of an independent director and resumed his
role as non-executive Chairman of the Board of Directors and as a member of the
Nominating and Corporate Governance Committee of the Board following his service
as Interim Chief Executive Officer over the past eight months. Mr. Gursahaney
will continue to serve as a member of the Environmental, Health & Safety
Committee of the Board. In connection with Mr. Gursahaney resuming his role as
non-executive Chairman of the Board, Mark E. Tomkins will no longer serve as
Lead Independent Director of the Board.
Item 7.01. Regulation FD Disclosure.
On September 15, 2020, the Company issued a press release announcing that the
Company will change its name to Terminix Global Holdings, Inc., and change its
NYSE ticker symbol from "SERV" to "TMX" contingent upon the closing of the sale
of its ServiceMaster Brands segment, and associated names and trademarks, to
Roark Capital, an affiliate of investment funds managed by Roark Capital
Management LLC, which is subject to customary legal and regulatory closing
conditions. A copy of the press release is being furnished as Exhibit 99.1 to
this Current Report on Form 8-K and is incorporated by reference in this Item
7.01.
The information in this Item 7.01, including Exhibit 99.1, is being furnished
pursuant to Item 7.01 of Form 8-K and shall not be deemed "filed" for purposes
of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), nor shall it be deemed incorporated by reference in any filing under the
Securities Act of 1933, as amended, or the Exchange Act, except as otherwise
expressly stated in such filing.
Cautions Regarding Forward Looking Statements
This Current Report on Form 8-K contains forward-looking statements and
cautionary statements. Forward-looking statements can be identified by the use
of forward-looking terms such as "believes," "expects," "may," "will," "shall,"
"should," "would," "could," "seeks," "aims," "projects," "is optimistic,"
"intends," "plans," "estimates," "anticipates" or other comparable terms.
Forward-looking statements are subject to known and unknown risks and
uncertainties, many of which may be beyond the Company's control, including,
without limitation, the risks and uncertainties discussed in the "Risk Factors"
and "Information Regarding Forward-Looking Statements" sections in the Company's
reports filed with the U.S. Securities and Exchange Commission. Such risks,
uncertainties and changes in circumstances include, but are not limited to: the
possibility that regulatory and other conditions to the sale of the Business are
not received or satisfied on a timely basis or at all, and the possibility of
changes in the anticipated timing for closing the Transaction? the possibility
that the Company may not fully realize the projected benefits of the
Transaction? business disruption during the pendency of or following the
Transaction? the impact of reserves attributable to pending Litigated and
Non-Litigated Claims for terminate damages; the impact of COVID-19 on the
Company's operations; lawsuits, enforcement actions and other claims by third
parties or governmental authorities; compliance with, or violation of
environmental health and safety laws and regulations; weakening general economic
conditions; weather conditions and seasonality; the success of the Company's
business strategies, and costs associated with restructuring initiatives.
Forward-looking statements are not guarantees of future performance or outcomes
and that actual performance and outcomes, including, without limitation, the
Company's actual results of operations, financial condition and liquidity, and
the development of the market segments in which it operates, may differ
materially from those made in or suggested by the forward-looking statements
contained in this press release. The Company assumes no obligation to update the
information contained herein, which speaks only as of the date hereof.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit Description
99.1 Press Release issued September 15, 2020.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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