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): August 2, 2022

VERTIV HOLDINGS CO

(Exact name of registrant as specified in its charter)

Delaware

001-38518

81-2376902

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

1050 Dearborn Drive, Columbus, Ohio 43085

(Address of principal executive offices and zip code)

Registrant's telephone number, including area code: 614-888-0246

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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

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

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

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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(s)

Name of each exchange on which registered

Class A common stock, $0.0001 par value per share

VRT

New York Stock Exchange

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

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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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers

On August 5, 2022, Vertiv Holdings Co (the “Company”) announced that Mr. Jason Forcier, the Company’s Chief Operating Officer and Executive Vice President – Infrastructure and Solutions, will be departing the Company on November 1, 2022 to pursue other interests. Effective immediately, Mr. Forcier will be transitioning his duties and responsibilities to other Company executive officers and personnel, with operational oversight residing with our regional Presidents. With these changes, we believe we will develop greater focus on our goals and objectives within the regions.

In connection with Mr. Forcier’s departure, he will be eligible for severance benefits under the Company’s Executive Employment Policy previously filed with the Securities and Exchange Commission and continued vesting of his 70,064 restricted stock units granted in 2020, subject to Mr. Forcier signing a separation agreement containing customary restrictive covenants and a release. Any unvested stock options held by Mr. Forcier will be forfeited.

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.