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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): April 23, 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 | | 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.
On April 23, 2024, in connection with Jerry’s Nix’s previously reported retirement from the Board of Directors (the “Board”) of Rollins, Inc. (the “Company”), the Board appointed (1) Louise S. Sams as the Lead Independent Director of the Board and the Chairperson of the Nominating and Corporate Governance Committee and (2) Gregory B. Morrison as Chairperson of the Human Capital Management and Compensation Committee. The Board also appointed Dale E. Jones to the Human Capital Management and Compensation Committee.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On April 23, 2024, the Company held its 2024 Annual Meeting of Shareholders (the “Annual Meeting”) at which the Company’s shareholders considered the following proposals: (i) to elect four Class II director nominees to serve as directors of the Company until the 2027 Annual Meeting of Shareholders, or until their successors are duly elected and qualified; and (ii) to ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024.
Proposal 1: At the Annual Meeting, the Company’s shareholders duly elected four director nominees as Class II directors, to serve until the Company’s 2027 Annual Meeting of Shareholders. Vote results for each director nominee were as follows:
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| Director Nominees | For | Withheld | Broker Non-Votes |
| Gary W. Rollins | 399,491,767 | 44,505,989 | 14,893,382 |
| Pamela R. Rollins | 426,860,630 | 17,075,959 | 14,954,549 |
| P. Russell Hardin | 406,467,128 | 37,447,557 | 14,976,453 |
| Dale E. Jones | 440,624,542 | 3,786,582 | 14,480,014 |
Proposal 2: At the Annual Meeting, the Company’s shareholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2024. Vote results were as follows:
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| For | Against | Abstain | Broker Non-Votes |
| 457,886,524 | 762,035 | 242,579 | 0 |
Item 9.01 Financial Statements and Exhibits.
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| Exhibit No. | | Description |
| 99.1 | | |
| 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: April 25, 2024 | By: | /s/ Kenneth D. Krause |
| Name: | Kenneth D. Krause |
| Title: | Executive Vice President, Chief Financial Officer and Treasurer |
| | (Principal Financial Officer) |