FTDR 8-K
Frontdoor, Inc. (FTDR)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| (Address of principal executive offices) | (Zip Code) |
(Registrant’s telephone number, including area code)
Not Applicable
(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):
| 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:
| Title of each class |
Trading Symbol |
Name of each exchange on which registered | ||
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 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On October 24, 2023, the Board of Directors (the “Board”) of Frontdoor, Inc. (the “Company”) unanimously elected Lara Balazs as a director of the Company, and appointed her as a member of the Nominating and Corporate Governance Committee of the Board, effective immediately. Ms. Balazs is the Executive Vice President, General Manager, Strategic Partnership Group and Chief Marketing Officer of Intuit Inc., a global financial technology platform that powers prosperity for consumers and small businesses. Ms. Balazs will stand for election at the Company’s 2024 annual meeting of stockholders.
There were no arrangements or understandings pursuant to which Ms. Balazs was elected as a director. The Board has affirmatively determined, under Nasdaq listing standards and the Company’s Corporate Governance Guidelines, that Ms. Balazs is “independent.”
Ms. Balazs will receive the Company’s standard compensation provided to all of the Company’s non-employee directors for service on the Board, which is currently $90,000 per annum, payable quarterly in cash, and $160,000 per annum, payable in shares of fully vested common stock of the Company, par value per $0.01 share (the “Shares”) issued under the Company’s 2018 Omnibus Incentive Plan, annually at the time of the annual meeting of stockholders unless the director has elected to defer the receipt of the Shares to a point in the future. The initial cash amount payable to Ms. Balazs will be prorated with respect to fiscal year 2023 based on her time of service on the Board during 2023. The initial grant of Shares payable to Ms. Balazs will be prorated from her time of service on the Board to the date of the first anniversary of the Company’s 2023 annual meeting of stockholders.
A press release announcing the election of Ms. Balazs as a director, as described above, is attached as Exhibit 99.1.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit |
Description of Exhibit | |
| 99.1 | Press Release of Frontdoor, Inc., dated October 25, 2023 | |
| 104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL | |
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.
| Dated: October 25, 2023 | FRONTDOOR, INC. | |||||
| By: | /s/ Jeffrey A. Fiarman | |||||
| Name: | Jeffrey A. Fiarman | |||||
| Title: | Senior Vice President, General Counsel and Secretary | |||||
Exhibit 99.1
Lara Balazs Joins Frontdoor Board of Directors
Global marketing executive brings wealth of knowledge in strategy, innovation, and strategic partnerships
MEMPHIS, Tenn. — (Oct. 25, 2023) – Frontdoor, Inc. (NASDAQ: FTDR), the nation’s leading provider of home service plans, today announced that its board unanimously approved the election of Lara Balazs as a director and appointed her as a member of the Nominating and Corporate Governance Committee, effective yesterday, October 24.
“Lara has a deep understanding of consumers, digitally-focused businesses, and strategy that will make her a tremendous asset to our board,” said Bill Cobb, Frontdoor’s Chairman and Chief Executive Officer. “Additionally, she has a strong background in corporate social responsibility such as diversity and inclusion and environmental initiatives. I look forward to working with her and seeing how she will positively impact Frontdoor.”
Balazs currently serves as the Executive Vice President, General Manager, Strategic Partnership Group, and Chief Marketing Officer of Intuit Inc., a global financial technology platform that powers prosperity for consumers and small businesses. Her responsibilities include driving customer growth, building Intuit’s brands, leading strategic partnerships, and delivering Intuit’s corporate social responsibility efforts. She joined Intuit in 2018 as the Chief Marketing Officer and her responsibilities were expanded in 2020.
“I am thrilled to join the Frontdoor board,” Balazs said. “I look forward to working closely with my fellow directors and the company leadership to take this company to the next level and drive customer growth across both the American Home Shield and Frontdoor brands.”
Prior to Intuit, Balazs served at Amazon.com, Inc. from 2017 to 2018 as Vice President, Worldwide Marketing for Prime and North America. From 2006 to 2017, Balazs held various senior leadership roles at Visa, Inc., including responsibility for marketing in North America, global innovation, product marketing, and planning; and global and U.S. general marketing. Prior to 2006, Balazs held a variety of brand and marketing roles for Gap, Inc. and Nike, Inc.
Balazs has been a marketing advisor to the board of Ridge Ventures (venture capital) since 2017. She holds a bachelor’s degree in Society & Justice from the University of Washington, and an MBA from Northwestern University.
Balazs will stand for election at the company’s 2024 annual meeting of stockholders. In addition to her, the Frontdoor board consists of the following directors:
| • | William C. Cobb - Chairman & CEO |
| • | D. Steve Boland - Member of the nominating and corporate governance committee |
| • | Anna C. Catalano - Chair of the compensation committee |
| • | Peter L. Cella - Member of the audit and compensation committees |
| • | Christopher L. Clipper - Chair of the audit committee |
| • | Balakrishnan A. Ganesh - Elected in July 2023 |
| • | Brian P. McAndrews - Lead director and chair of the nominating and corporate governance committee |
| • | Liane J. Pelletier - Member of the audit and compensation committees |
About Frontdoor
Frontdoor is reimagining how homeowners maintain and repair their most valuable asset - their home. As the parent company of two leading brands, we bring over 50 years of experience in providing our members with comprehensive options to protect their homes from costly and unexpected breakdowns through our extensive network of pre-qualified professional contractors. American Home Shield, the category leader in home service plans with approximately two million members, gives homeowners budget protection and convenience, covering up to 23 essential home systems and appliances. Frontdoor is a cutting edge, one-stop-app for home repair and maintenance. Enabled by our Streem technology, the app empowers homeowners by connecting them in real time through video chat with pre-qualified experts to diagnose and solve their problems. The Frontdoor app also offers homeowners a range of other benefits including DIY tips, discounts and more. For more information about American Home Shield and Frontdoor, please visit www.frontdoorhome.com.
Forward Looking Statements
This news release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on management’s current expectations and beliefs, as well as a number of assumptions concerning future events. These statements are subject to risks, uncertainties, assumptions, and other important factors. Readers are cautioned not to put undue reliance on such forward-looking statements, because actual results may vary materially from those expressed or implied. The reports filed by Frontdoor pursuant to United States securities laws contain discussions of these risks and uncertainties. Frontdoor assumes no obligation to, and expressly disclaims any obligation to, update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Readers are advised to review Frontdoor’s filings with the United States Securities and Exchange Commission (which are available on the SEC’s EDGAR database at www.sec.gov and via Frontdoor’s website at investors.frontdoorhome.com).
Media:
Tom Collins
901.701.5198
Investor Relations
Matt Davis
901.701.5199