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): December 10, 2024
ROLLINS, INC.
(Exact name of registrant as specified in its charter)
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| Delaware | 1-4422 | 51-0068479 |
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
2170 Piedmont Road, N.E., Atlanta, Georgia 30324
(Address of principal executive offices) (Zip code)
Registrant’s telephone number, including area code: (404) 888-2000
Not Applicable
(Former name of former address, if changes 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 (see General Instruction A.2. below):
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| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| o | 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, $1.00 Par Value Per Share | | ROL | | NYSE |
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 o
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. o
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As previously disclosed, effective January 1, 2025, John F. Wilson will transition from Vice Chairman to Executive Chairman of the Board of Directors (the “Board”). In connection with this transition, on December 10, 2024, the Board’s Human Capital and Compensation Committee approved (1) a grant to Mr. Wilson of $500,000 in restricted stock, vesting annually over three years, valued based on the closing price of the Company’s common stock on the New York Stock Exchange on December 13, 2025, and (2) an annual salary for Mr. Wilson of $600,000, effective January 1, 2025. Also, in connection with the transition of Gary W. Rollins from Executive Chairman of the Board to Executive Chairman Emeritus, Mr. Rollins’ salary will remain consistent with his current salary for 2025, but he will not receive equity incentives nor performance-based cash incentives, effective January 1, 2025.
Item 9.01. Financial Statements and Exhibits.
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| Exhibit No. | | Description |
| 104 | | Cover Page Interactive Data File (embedded with the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, Rollins, Inc. has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
ROLLINS, INC.
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| Date: December 13, 2024 | By: | /s/ Kenneth D. Krause |
| Name: | Kenneth D. Krause |
| Title: | Principal Financial Officer |
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