UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|
Date of Report (Date of earliest event reported): May 14, 2024 |
Frontdoor, Inc.
(Exact name of Registrant as Specified in Its Charter)
| | | | |
Delaware | 001-38617 | 82-3871179 |
(State or Other Jurisdiction
of Incorporation) | (Commission File Number) | (IRS Employer
Identification No.) |
| | | | |
3400 Players Club Parkway, | |
Memphis, Tennessee | | 38125 |
(Address of Principal Executive Offices) | | (Zip Code) |
|
Registrant’s Telephone Number, Including Area Code: 901 701-5000 |
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
| | Trading
Symbol(s) | |
Name of each exchange on which registered
|
Common stock, par value $0.01 per share | | FTDR | | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.07 Submission of Matters to a Vote of Security Holders.
On May 14, 2024, the Company held its 2024 Annual Meeting of Stockholders. The holders of 94.54% shares of the Company’s common stock (or 73,736,582 of the 77,990,734 shares outstanding and entitled to vote) were represented in person or by proxy constituting a quorum. At the meeting, the Company’s stockholders (1) elected the nine persons listed below to serve as directors for a term of one year expiring at the Company’s 2025 annual meeting of stockholders and until their successors have been duly elected and qualified, or until their earlier death, resignation, retirement, disqualification or removal from office; (2) ratified the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal 2024; (3) approved, on an advisory basis, the Company’s named executive officer compensation; and (4) voted, on an advisory basis, in favor of holding future advisory votes to approve the Company’s named executive officer compensation every year. Each of these proposals is described in greater detail in the 2024 Proxy Statement. Set forth below are the voting results for these proposals.
(1)Election of nine directors for a term of one year expiring at the Company’s 2025 annual meeting of stockholders and until their successors have been duly elected and qualified, or until their earlier death, resignation, retirement, disqualification or removal from office:
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Nominee Name | Votes For | Votes Against | Abstentions | Broker Non-Votes |
William C. Cobb | 69,110,568 | 1,952,685 | 243,840 | 2,429,489 |
Lara H. Balazs | 70,597,321 | 662,931 | 46,841 | 2,429,489 |
D. Steve Boland | 70,091,687 | 1,168,561 | 46,845 | 2,429,489 |
Anna C. Catalano | 70,053,965 | 1,206,190 | 46,938 | 2,429,489 |
Peter L. Cella | 70,709,794 | 550,454 | 46,845 | 2,429,489 |
Christopher L. Clipper | 70,164,890 | 1,095,358 | 46,845 | 2,429,489 |
Balakrishnan A. Ganesh | 70,730,037 | 530,153 | 46,903 | 2,429,489 |
Brian P. McAndrews | 69,538,837 | 1,721,414 | 46,842 | 2,429,489 |
Liane J. Pelletier | 70,709,315 | 550,937 | 46,841 | 2,429,489 |
(2)Ratification of the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal 2024:
| | | |
Votes For | Votes Against | Abstentions | Broker Non-Votes |
73,645,021 | 47,393 | 44,168 | 0 |
(3)Advisory vote to approve the Company’s named executive officer compensation:
| | | |
Votes For | Votes Against | Abstentions | Broker Non-Votes |
68,288,483 | 2,914,162 | 104,448 | 2,429,489 |
(4)Advisory vote on the frequency of future advisory votes to approve the Company’s named executive officer compensation:
| | | | |
1 Year | 2 years | 3 Years | Abstentions | Broker Non-Votes |
69,469,989 | 2,140 | 1,807,505 | 27,459 | 2,429,489 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Date: | May 20, 2024 | By: | /s/ Jeffrey A. Fiarman |
| | | Name: Jeffrey A. Fiarman
Title: Senior Vice President, Chief Legal Officer and Secretary |
