8-K
Frontdoor, Inc. (FTDR)
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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): September 3, 2021
Frontdoor, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-38617 | 82-3871179 |
|---|---|---|
| (State or other jurisdiction<br>of incorporation) | (Commission<br>File Number) | (IRS Employer<br>Identification No.) |
| 150 Peabody Place, Memphis, Tennessee | 38103 | |
| --- | --- | |
| (Address of principal executive offices) | (Zip Code) |
(901) 701-5000
(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<br>Symbol | Name of each exchange<br>on which registered |
|---|---|---|
| Common stock, par value $0.01 per share | FTDR | The Nasdaq Stock Market LLC |
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 8.01. Other Events.
On September 3, 2021, the Board of Directors of Frontdoor, Inc. (the “Company”) authorized the repurchase of up to $400 million of our common stock over the three-year period from September 3, 2021 through September 3, 2024 (the “Repurchase Program”). Stock repurchases may be effected through open market repurchases at prevailing market prices, including through the use of trading plans intended to qualify under Rule 10b5-1 under the Securities Exchange Act of 1934, privately-negotiated transactions, block purchases, or a combination of these methods on such terms and in such amounts as management deems appropriate. We are not obligated to repurchase any specific number of shares, and the timing, manner, value and actual number of shares repurchased will depend on a variety of factors, including our stock price, general market and economic conditions, our liquidity requirements and other business considerations. The Company may discontinue purchases without notice at any time.
On September 7, 2021, the Company issued a press release announcing the adoption of the Repurchase Program. A copy of the press release is attached as Exhibit 99.1 and incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description of Exhibit |
|---|---|
| 99.1 | Press Release of Frontdoor, Inc., dated September 7, 2021 |
| 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: September 7, 2021 | FRONTDOOR, INC. | ||
|---|---|---|---|
| By: | /s/ Jeffrey A. Fiarman | ||
| Name: | Jeffrey A. Fiarman | ||
| Title: | Senior Vice President, General Counsel and Secretary |
EX-99.1
Exhibit 99.1
| Investor Relations | Media |
|---|---|
| Matt Davis | Alison Bishop |
| 901-701-5199 | 901-701-5198 |
| IR@frontdoorhome.com | MediaCenter@frontdoorhome.com |
Frontdoor Announces New Three-Year, $400 Million Share Repurchase Program
MEMPHIS, Tenn. – September 7, 2021 **** – Frontdoor, Inc. (NASDAQ: FTDR), the nation’s leading provider of home service plans, today announced the company’s board approved a new share repurchase program of up to $400 million of the company’s outstanding common stock. This new three-year program will be funded using cash on hand and cash generated from operations.
“We are pleased to announce the initiation of a new share repurchase program, which reflects our strong cash flow generation capability and gives us the opportunity to return capital to shareholders,” said Chief Financial Officer Brian Turcotte. “While our strategy continues to prioritize both organic and inorganic growth, our capital structure improvements, including the recent debt refinancing and repayment, naturally result in Frontdoor pursuing share repurchases at this point in our evolution.”
Purchases under the repurchase program may be made from time to time by the company in the open market at prevailing market prices (including through a Rule 10b5-1 Plan), in privately negotiated transactions, or through any combination of these methods, through September 3, 2024. The actual timing, number, manner, and value of any shares repurchased under the repurchase program will be determined by management and will depend on several factors, including the market price of the company’s common stock, general market and economic conditions, the company’s liquidity requirements, applicable legal requirements, and other business considerations. The repurchase program does not obligate the company to acquire any number of shares in any specific period or at all, and may be suspended or discontinued at any time at the company’s discretion.
About Frontdoor
Frontdoor is a company that’s obsessed with taking the hassle out of owning a home. With services powered by people and enabled by technology, it is the parent company of four home service plan brands: American Home Shield, HSA, Landmark and OneGuard, as well as ProConnect, an on-demand membership service for home repairs and maintenance, and Streem, a technology company that enables businesses to serve customers through an enhanced augmented reality, computer vision and machine learning platform. Frontdoor serves 2.2 million customers across the U.S. through a network of approximately 17,500 pre-qualified contractor firms that employ an estimated 62,000 technicians. The company’s customizable home service plans help customers protect and maintain their homes from costly and unexpected breakdowns of essential home systems and appliances. With 50 years of home services experience, the company responds to over four million service requests annually. For details, visit frontdoorhome.com.
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Forward Looking Statements
This news release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-lookingstatements can be identified by the use of forward-looking terms such as “believe,” “expect,” “estimate,” “could,” “should,” “intend,” “may,” “plan,” “seek,”“anticipate,” “project,” “will,” “shall,” “would,” “aim,” or other comparable terms. These forward-looking statements are based on management’s current expectations andbeliefs, 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 onsuch 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 anduncertainties. 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 reviewFrontdoor’s filings with the United States Securities and Exchange Commission, (“SEC”) including the disclosure contained in Item 1A. Risk Factors in our 2020 Annual Report on Form 10-Kfiled with the SEC as such factors may be further updated from time to time in Frontdoor’s periodic filings with the SEC (which are available on the SEC’s EDGAR database at www.sec.gov and viaFrontdoor’s website at investors.frontdoorhome.com).
Source: Frontdoor, Inc.
FTDR-Financial
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