Current Report Filing (8-k)

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 25, 2022 (May 23, 2022)

TERMINIX GLOBAL HOLDINGS, INC.

(Exact name of each registrant as specified in its charter)

Delaware

001-36507

20-8738320

(State or other jurisdiction

of incorporation)

(Commission

File Numbers)

(IRS Employer

Identification Nos.)


150 Peabody Place, Memphis, Tennessee		38103
(Address of principal executive offices)		(Zip Code)

(901) 597-1400

(Each registrant’s telephone number, including area code)

_______________________________________________

(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 (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

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:


Title of each class	Trading Symbol	Name of each exchange on which registered
Common, par value $0.01	TMX	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 5.07. Submission of Matters to a Vote of Security Holders.

On May 23, 2022, the Company held its Annual Meeting of Stockholders (the “Annual Meeting”). The record date for stockholders entitled to notice of, and to vote at, the Annual Meeting was March 31, 2022. At the close of business on that date, the Company had 121,493,685 shares of common stock outstanding and entitled to be voted at the Annual Meeting. At the Annual Meeting, three proposals were submitted to the Company’s stockholders. The proposals are described in more detail in the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on April 8, 2022. The final voting results were as follows:

Proposal 1

The Company’s stockholders elected the following Class II directors to serve for a term expiring at the 2025 Annual Meeting. The voting results are set forth below.


	Votes For	Votes Against	Votes Abstained	Broker Non-Vote
Laurie Ann Goldman	96,413,784	3,315,199	1,685,565	3,853,727
Steven B. Hochhauser	96,938,802	2,790,288	1,685,458	3,853,727
Chris S. Terrill	74,534,682	25,194,294	1,685,572	3,853,727

The Company’s stockholders elected the following Class III director to serve for a one-year term expiring at the 2023 Annual Meeting. The voting results are set forth below.



	Votes For	Votes Against	Votes Abstained	Broker Non-Vote
Teresa M. Sebastian	99,662,105	66,998	1,685,445	3,853,727

Proposal 2

The Company’s stockholders approved the advisory resolution approving executive compensation. The voting results are set forth below.




Votes For	Votes Against	Votes Abstained	Broker Non-Vote
99,717,187	1,689,780	7,581	3,853,727

Proposal 3

The Company’s stockholders ratified the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2022. The voting results are set forth below.




Votes For	Votes Against	Votes Abstained	Broker Non-Vote
102,878,287	2,379,600	10,388	N/A

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits



Exhibit		Description
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

2

SIGNATURE

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.