Frontdoor, Inc 8-K, filed Oct 22, 2021
Frontdoor, Inc. (FTDR)
About this 8-K
Frontdoor, Inc filed this 8-K on October 22, 2021, reporting on events of October 21, 2021.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On October 21, 2021, the Board of Directors (the “Board”) of Frontdoor, Inc. (the “Company”) unanimously elected Christopher Clipper as a Class III director of the Company, and appointed him as a member of the Audit Committee of the Board (the “Audit Committee”), effective immediately. Mr. Clipper is senior vice president and chief financial officer, innovation and go-to-market strategies, at Ralph Lauren Corporation, a global leader in the design, marketing and distribution of premium lifestyle products. Mr. Clipper will stand for election at the Company’s 2022 annual meeting of stockholders.
There were no arrangements or understandings pursuant to which Mr. Clipper was elected as a director. There are no related-party transactions between the Company and Mr. Clipper reportable under Item 404(a) of Regulation S-K. In addition, the Board has affirmatively determined, under Nasdaq listing standards, the Company’s Corporate Governance Guidelines and the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, as applicable, that Mr. Clipper (i) is “independent,” (ii) satisfies the enhanced independence criteria applicable to members of the Audit Committee, (iii) is an “audit committee financial expert,” and (iv) is “financially literate.”
Mr. Clipper 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 $80,000 per annum, payable quarterly in cash, and $150,000 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 Mr. Clipper will be prorated with respect to fiscal year 2021 based on Mr. Clipper’s time of service on the Board during 2021. The initial grant of Shares payable to Mr. Clipper will be prorated from his time of service on the Board to the date of the first anniversary of the Company’s 2021 annual meeting of stockholders.
A press release announcing the election of Mr. Clipper 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 22, 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: October 22, 2021 | FRONTDOOR, INC. | |||||
| By: | /s/ Jeffrey A. Fiarman | |||||
| Name: |
Jeffrey A. Fiarman | |||||
| Title: | Senior Vice President, General Counsel and Secretary | |||||
Exhibit 99.1
| Investor Relations | Media | |
| Matt Davis | Allison Sitch | |
| 901-701-5199 | 571-213-0159 | |
| IR@frontdoorhome.com | MediaCenter@frontdoorhome.com |
Frontdoor names finance executive Christopher Clipper to board of directors
Clipper brings extensive expertise in finance and consumer-focused businesses to home services company
MEMPHIS, Tenn. – October 22, 2021 – Frontdoor, Inc. (NASDAQ: FTDR), the nation’s leading provider of home service plans, announced today that it has expanded its board of directors to nine on October 21, 2021 and named Christopher Clipper to its board of directors effective immediately. Clipper will also serve on the audit committee.
Clipper currently serves as senior vice president and chief financial officer, innovation and go-to-market strategies, of Ralph Lauren Corporation (NYSE: RL), a global leader in the design, marketing and distribution of premium lifestyle products in five categories: apparel, footwear & accessories, home, fragrances, and hospitality.
“Chris brings rich experience, insights and great financial depth to the Frontdoor board. His extensive experience in accounting, financial management and leadership experience as well as his deep understanding of consumer-focused businesses, operations, strategy, investor relations and mergers and acquisitions will be an asset to Frontdoor. We are excited to welcome him,” shared Bill Cobb, chairman of the board of directors for Frontdoor.
Rex Tibbens, chief executive officer of Frontdoor added, “We look forward to working with Chris as we continue our mission to take the hassle out of owning a home for homeowners across the nation. He brings a unique perspective and a wealth of experience that will be vital to the future growth and evolution of Frontdoor.”
Prior to his current role, Clipper served as the senior vice president and chief financial officer, North America and Club Monaco, of Ralph Lauren Corporation. Previous to Ralph Lauren, Clipper held various leadership roles at Nike, Inc., a global retailer of athletic footwear and apparel, including as vice president and chief financial officer of global operations, North America, as well as vice president and group head of global strategy and corporate development.
Earlier in his career, Clipper held various leadership positions at Time Warner, Inc., a leader in media and entertainment that operates the Turner, Home Box Office (HBO) and Warner Bros. business units, that was acquired by AT&T in June 2018. These positions included group vice president of financial planning and analysis, vice president of investor relations, and executive director of mergers and acquisitions.
Clipper holds a Bachelor of Arts degree in Economics from Brown University, and an MBA from Stanford University Graduate School of Business.
Along with the appointment of Clipper, Frontdoor also announced the appointment of D. Steve Boland to its board of directors and that it has reconstituted its committee membership as follows:
| • | Audit Committee: Richard Fox (chair), Peter Cella, Christopher Clipper, Liane Pelletier |
| • | Compensation Committee: Anna Catalano (chair), Peter Cella, Liane Pelletier |
| • | Nominating and Corporate Governance Committee: Brian McAndrews (chair), D. Steve Boland, William Cobb |
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.
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).
Source: Frontdoor, Inc.
FTDR-Financial
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