Item 2.02. Results of Operations and Financial Condition.
On January 21, 2020, ServiceMaster Global Holdings, Inc. (the "Company") issued
a press release announcing, among things, the reaffirmation of its previously
issued financial guidance for fiscal year 2019 revenue, adjusted EBITDA and
organic growth. A copy of this press release is furnished as Exhibit 99.1 to
this Current Report on Form 8-K.
The information contained in this Item 2.02, including Exhibit 99.1, shall not
be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of
1934, as amended, or otherwise subject to the liabilities of that section, nor
shall it be deemed incorporated by reference into any filing under the
Securities Act of 1933, as amended, except as otherwise expressly set forth by
specific reference in such filing.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Nikhil M. Varty resigned from his position as Chief Executive Officer and as a
member of the Board of Directors of the Company (the "Board"), in each case,
effective as of January 21, 2020 (the "Resignation Date"). Mr. Varty will
continue to remain an employee of the Company in the role of Executive Advisor
from the Resignation Date through February 29, 2020 (the "Separation Date").
Additionally, the Board appointed the Company's current Chairman of the Board,
Naren K. Gursahaney, as the Company's interim Chief Executive Officer, effective
as of the Resignation Date. Mr. Gursahaney has served as Chairman of the Board
since May 2019, and as a member of the Board since December 2017. He has been a
private investor since 2016. From 2012 until 2016, he served as president and
chief executive officer, and a member of the board of directors, of The ADT
Corporation, a leading provider of security and automation solutions for homes
and businesses in the United States and Canada. From 2003 until 2012, he served
in various executive positions at Tyco International Ltd. He currently serves on
the board of directors of NextEra Energy, Inc. Mr. Gursahaney has extensive
experience in operations, strategic planning and with large, global residential
and commercial services. Mr. Gursahaney's existing compensation arrangements in
connection with his role as Chairman of the Board and information relating to
any related party transactions have been previously filed in the Company's most
recent definitive proxy statement on Schedule 14A, filed with the U.S.
Securities and Exchange Commission on March 21, 2019, which information is
incorporated by reference herein.
Mr. Varty and the Company entered into a letter agreement (the "Letter
Agreement"), effective as of January 21, 2020, setting forth the terms of Mr.
Varty's resignation and continued employment as Executive Advisor until the
Separation Date. The Letter Agreement provides that through the Separation Date,
Mr. Varty will continue to receive his salary and benefits and will be eligible
for continued vesting of his outstanding equity awards. Mr. Varty will also
remain eligible to earn and be paid a bonus (if any) under the Company's 2019
annual bonus plan. In consideration for the foregoing, Mr. Varty has agreed to
execute a release of claims in favor of the Company and its affiliates. The
foregoing summary description of the Letter Agreement does not purport to be
complete and is qualified in its entirety by reference to that full text
thereof, which is attached as Exhibit 10.1 hereto and incorporated herein by
reference.
Item 8.01. Other Events.
In addition to the matters described in Items 2.02 of and 5.02 of this Current
Report on Form 8-K, on January 21, 2020, the Company announced that the Board
has decided to explore strategic alternatives for its ServiceMaster Brands
reporting segment, including a potential sale of the segment.
Furthermore, on January 21, 2019, the Board established the position of lead
independent director and appointed Mark E. Tomkins, currently serving as a
director, to serve in such position.
Item 9.01. Financial Statements and Exhibits.
(d)Exhibits
Exhibit Description
10.1 Letter Agreement, dated as of January 17, 2020, by and between
Nikhil M. Varty and ServiceMaster Global Holdings, Inc.
99.1 Press Release of ServiceMaster Global Holdings, Inc. issued
January 21, 2020.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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