8-K - ROL - Equibles

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): December 11, 2020

ROLLINS,

INC.

(Exact name of registrant as specified in its charter)

Delaware	1-4422	51-0068479
(State<br> or other jurisdiction of incorporation)	(Commission<br> File Number)	(I.R.S.<br> Employer Identification No.)

2170 PiedmontRoad, N.E., Atlanta, Georgia 30324

(Address of principal executive offices) (Zip code)

Registrant’s telephone number, including area code: (404) 888-2000

Not Applicable

(Former name of former address, if changes 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<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o	Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o	Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o	Pre-commencement<br> 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<br> of each class	Trading<br> Symbol(s)	Name<br> of each exchange on which registered
Common<br> Stock	ROL	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

Item5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangementsof Certain Officers.

On December 11, 2020, the Board of Directors of Rollins, Inc. (the “Company”) appointed Susan Bell and Patrick J. Gunning as Directors effective January 1, 2021. Ms. Bell will stand for election by the stockholders in 2022 as a Class III Director, and Mr. Gunning will stand for election by the stockholders in 2023 as a Class I Director. Both Ms. Bell and Mr. Gunning have been appointed to the Audit Committee effective January 1, 2021 and will be compensated on the same basis as the other non-employee directors. There are no transactions between Ms. Bell or Mr. Gunning and the Company that would be reportable under Item 404(a) of Regulation S-K, and no arrangements or understandings with any persons pursuant to which she or he was selected as a director. Ms. Bell will fill a board vacancy arising from the recent retirement of Bill J. Dismuke. On December 11, 2020, Mr. James B. Williams announced to the board that effective December 31, 2020 he would be retiring. Mr. Gunning will fill the board vacancy arising from Mr. Williams’ retirement.

Item 9.01. Financial Statements

and Exhibits

Exhibit No.	Description
99.1	Press Release Dated December 14, 2020
99.2	Press Release Dated December 16, 2020

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, Rollins, Inc. has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

ROLLINS, INC.

Date:<br> December 17, 2020	By:	/s/<br> Paul Edward Northen
	Name:	Paul<br> Edward Northen
	Title:	Sr.<br> Vice President, Chief Financial Officer and Treasurer
		(Principal<br> Financial and Accounting Officer)

Exhibit 99.1

For Further Information Contact

Eddie Northen, (404) 888-2242

SUSAN BELL ELECTED TO THE ROLLINS, INC. BOARD OF DIRECTORS

ATLANTA,GEORGIA, December 14, 2020: Rollins, Inc. (NYSE:ROL), a premier global consumer and commercial services company, announced the election of Susan Bell, to the Board of Directors, effective January 1, 2021. Bell will succeed Bill Dismuke, whose retirement was announced earlier this year.

Bell recently retired from Ernst and Young LLP (EY) after a 36-year career in public accounting, serving in a variety of leadership roles. She served clients as an audit and business advisory partner and led EY’s Southeast risk advisory practice, served as Atlanta Office Managing Partner for eight years, and led the power and utilities sector focus in EY’s financial accounting advisory services practice.

Bell is a Certified Public Accountant and qualifies as a “financial expert” for US Securities and Exchange Commission public companies. She has significant experience with audit committees and boards, having participated in public and private company audit committee and board meetings as external auditor, internal audit and enterprise risk advisor, engagement quality or senior relationship partner, and serves as a nonprofit board member. Her competencies include technical accounting (US GAAP and IFRS); controls and compliance; enterprise risk management and internal audit; M&A and capital markets transactions; financial systems implementations; sustainability reporting; and diversity, equity, and inclusion programs and practices.

Gary W. Rollins stated, “we are very pleased to welcome Susan to our Board. Her financial expertise and diverse experience will be invaluable to help shape Rollins’ future.”

Rollins, Inc. is a premier global consumer and commercial services company. Through its family of leading brands, Orkin, HomeTeam Pest Defense, Clark Pest Control, Orkin Canada, Western Pest Services, Northwest Exterminating, Critter Control, The Industrial Fumigant Company, Trutech, Orkin Australia, Waltham Services, OPC Services, PermaTreat, Rollins UK, Aardwolf Pestkare, and Crane Pest Control, the Company provides essential pest control services and protection against termite damage, rodents and insects to more than two million customers in North America, South America, Europe, Asia, Africa, and Australia from more than 700 locations. You can learn more about Rollins and its subsidiaries by visiting our web sites at www.orkin.com, www.pestdefense.com, www.clarkpest.com, www.orkincanada.ca, www.westernpest.com, www.callnorthwest.com, www.crittercontrol.com, www.indfumco.com, www.trutechinc.com, www.orkinau.com, www.walthamservices.com, www.opcpest.com, www.permatreat.com, www.safeguardpestcontrol.co.uk, www.aardwolfpestkare.com, www.cranepestcontrol.com and www.rollins.com. You can also find this and other news releases at www.rollins.com by accessing the news releases button.

CAUTIONCONCERNING FORWARD-LOOKING STATEMENTS

This releasecontains statements that constitute “forward-looking statements” within the meaning of the Private Securities LitigationReform Act of 1995. These forward-looking statements include the CEO’s belief that Susan Bell’s financial expertiseand diverse experience will be invaluable to help shape the Company’s future. The actual results of the Company could differmaterially from those indicated by the forward-looking statements because of various risks and uncertainties, including withoutlimitation, the coronavirus (COVID-19) pandemic, the potential impact on global economic conditions and on capital and financialmarkets, changes in consumer behavior and demand, the potential unavailability of personnel or key facilities, modifications tothe Company’s operations, and the potential implementation of regulatory actions; economic and competitive conditions which mayadversely affect the Company’s business; the degree of success of the Company’s pest and termite process, and pestcontrol selling and treatment methods; the Company’s ability to identify and integrate potential acquisitions; climate andweather trends; competitive factors and pricing practices; the Company’s ability to attract and retain skilled workers,and potential increases in labor costs; uncertainties of litigation; changes in various government laws and regulations, includingenvironmental regulations; and the impact of the U. S. Government shutdown. All of the foregoing risks and uncertaintiesare beyond the ability of the Company to control, and in many cases the Company cannot predict the risks and uncertainties thatcould cause its actual results to differ materially from those indicated by the forward-looking statements. A more detaileddiscussion of potential risks facing the Company can be found in the Company’s Report on Form 10-K filed with the Securitiesand Exchange Commission for the year ended December 31, 2019 and the Company’s Report on Form 10-Q filed with the Securitiesand Exchange Commission for the quarter ended September 30, 2020.

ROL-IR

Exhibit 99.2

For Further Information Contact

Eddie Northen, (404) 888-2242

ROLLINS, INC. BOARD DIRECTOR JIMMY WILLIAMS TO RETIRE, PATRICK GUNNING ELECTED AS NEW DIRECTOR

ATLANTA,GEORGIA, December 16, 2020: Rollins, Inc. (NYSE:ROL), a premier global consumer and commercial services company, announced the election of Patrick Gunning, to the Board of Directors. Gunning will succeed the retiring director, Jimmy Williams, who joined the Rollins, Inc. Board in 1978.

Gary W. Rollins stated, “Jimmy Williams has given 42 years of steadfast leadership to Rollins. I appreciate and will miss his thoughtful guidance and contributions to not only our Board but within the multiple Board committees of which he participated.”

Gunning has served as the Chief Financial Officer of the Robert W. Woodruff Arts Center, Inc. in Atlanta, Georgia, since November 2020. He retired earlier in 2020 from Ernst & Young LLP (EY) as a Partner after a 39-year career in public accounting. Gunning held multiple leadership roles at EY, including Southeast Region Leader of the Financial Accounting Advisory Services (FAAS) practice, Southeast Area Industry Leader of the Retail and Consumer Products practice, and lead audit partner. Gunning previously served as partner and Assurance Division Leader with Arthur Andersen LLP through 2002, including serving as lead audit partner.

Gunning is a Certified Public Accountant and qualifies as a “financial expert” for US Securities and Exchange Commission public companies. He brings extensive financial reporting, accounting, management, and leadership experience to our Board of Directors, and he has participated in many public and private company board and audit committee meetings as external auditor or advisor. His competencies include technical accounting (US GAAP), capital markets transactions, internal and external financial reporting, mergers and acquisitions, and Securities and Exchange Commission reporting, rules, and regulations.

Gary W. Rollins stated, “we are pleased to welcome Pat to our Board. He is an accomplished leader that will bring strategic insights to Rollins.”

CAUTIONCONCERNING FORWARD-LOOKING STATEMENTS

This releasecontains statements that constitute “forward-looking statements” within the meaning of the Private Securities LitigationReform Act of 1995. These forward-looking statements include the CEO’s belief that Patrick J. Gunning will bring strategic insights to the Company. The actual results of the Company could differ materially from those indicatedby the forward-looking statements because of various risks and uncertainties, including without limitation, the coronavirus (COVID-19)pandemic, the potential impact on global economic conditions and on capital and financial markets, changes in consumer behaviorand demand, the potential unavailability of personnel or key facilities, modifications to the Company’s operations, andthe potential implementation of regulatory actions; economic and competitive conditions which may adversely affect the Company’sbusiness; the degree of success of the Company’s pest and termite process, and pest control selling and treatment methods;the Company’s ability to identify and integrate potential acquisitions; climate and weather trends; competitive factorsand pricing practices; the Company’s ability to attract and retain skilled workers, and potential increases in labor costs;uncertainties of litigation; changes in various government laws and regulations, including environmental regulations; and theimpact of the U. S. Government shutdown. All of the foregoing risks and uncertainties are beyond the ability of the Companyto control, and in many cases the Company cannot predict the risks and uncertainties that could cause its actual results to differmaterially from those indicated by the forward-looking statements. A more detailed discussion of potential risks facingthe Company can be found in the Company’s Report on Form 10-K filed with the Securities and Exchange Commission for theyear ended December 31, 2019 and the Company’s Report on Form 10-Q filed with the Securities and Exchange Commission forthe quarter ended September 30, 2020.

ROL-IR