8-K
Vertiv Holdings Co (VRT)
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): March 13, 2022
VERTIV HOLDINGS CO
Exact name of registrant as specified in its charter
| Delaware | 001-38518 | 81-2376902 |
|---|---|---|
| (State or other Jurisdiction<br> <br>of incorporation) | (Commission<br> <br>File Number) | (IRS Employer<br> <br>Identification Number) |
1050 Dearborn Drive, Columbus, Ohio 43085
(Address of principal executive offices, including 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:
| ☐ | 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> <br>Symbol(s) | Name of each exchange<br> <br>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 ☐
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 March 13, 2022, Vertiv Holdings Co (the “Company”) appointed Mr. Giordano Albertazzi as the Company’s President, Americas, with such appointment being effective as of March 14, 2022. Mr. Albertazzi is succeeding Mr. John Hewitt, who is departing the Company effective immediately to pursue other interests.
In connection with Mr. Hewitt’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 restricted stock units granted in 2020, in each case subject to Mr. Hewitt signing a separation agreement containing customary restrictive covenants and a release. All unvested stock options held by Mr. Hewitt will be forfeited.
Item 7.01
On March 14, 2022, the Company issued a press release announcing certain management changes, including the appointment of Mr. Albertazzi to succeed Mr. Hewitt as the Company’s President, Americas, as noted above.
The information set forth in this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section. The information in this Item 7.01, including Exhibit 99.1, shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01 (d) Financial Statements and Exhibits
| 99.1 | Press release dated March 14, 2022 announcing certain management changes |
|---|---|
| 104 | Cover Page Interactive Data File, 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.
| Date: March 14, 2022 | Vertiv Holdings Co | |
|---|---|---|
| /s/ Rob Johnson | ||
| Name: | Rob Johnson | |
| Title: | Chief Executive Officer |
EX-99.1
Exhibit 99.1
Vertiv Names Giordano Albertazzi President of the Americas Region
Karsten Winther to lead Vertiv in Europe, Middle East and Africa
Columbus, Ohio March 14, 2022 – Vertiv (NYSE: VRT), a global provider of critical digital infrastructure and continuity solutions, today announced that Giordano Albertazzi has been appointed President, Americas. Albertazzi most recently served as President, Europe, Middle East and Africa (EMEA), a role that will be assumed by Karsten Winther, currently vice president of sales in EMEA. As President Americas, Albertazzi will have responsibility for the Americas business, leveraging his experience and successes in EMEA to elevate the strategic and financial performance of the Americas region.
Albertazzi has been with the company for 24 years, the last six leading Vertiv in EMEA. In 2021 EMEA delivered organic sales growth over 18%, and improved adjusted operating profit margin by over 700 basis points.
“Giordano is the right person to lead our America’s business and drive rapid execution on the actions we are taking to address current environment challenges. In EMEA, Giordano has demonstrated his ability to drive top line and bottom line growth through transformational efforts ranging from systems implementations to go to market initiatives. He has accomplished the results by integrating cross functional teams and instilling discipline and agility that span how we operate internally and externally. We are confident that his leadership of the Americas will deliver similar success in the region,” said Rob Johnson, Vertiv CEO. “Giordano and Karsten have established outstanding leadership and vision during their careers with Vertiv, and I have complete confidence in their abilities in these new roles.”
Albertazzi and Winther have worked together for four years, driving meaningful results while building a successful culture based on accountability and speed. In his new position, Winther’s strong leadership qualities will allow him to continue the high levels of success in EMEA.
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With this announcement, Albertazzi replaces John Hewitt, who is leaving Vertiv to pursue other opportunities.
Today’s announcement follows the company’s recent appointments of Li Ning as Chairman of Greater China and Edward Cui as President, North Asia.
For more information on Vertiv and its complete portfolio of digital infrastructure and continuity solutions, visit Vertiv.com.
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About Vertiv
Vertiv (NYSE: VRT) brings together hardware, software, analytics and ongoing services to ensure its customers’ vital applications run continuously, perform optimally and grow with their business needs. Vertiv solves the most important challenges facing today’s data centers, communication networks and commercial and industrial facilities with a portfolio of power, cooling and IT infrastructure solutions and services that extends from the cloud to the edge of the network. Headquartered in Columbus, Ohio, USA, Vertiv employs approximately 24,000 people and does business in more than 130 countries. For more information, and for the latest news and content from Vertiv, visit Vertiv.com.
Forward-Looking Statements
This release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27 of the Securities Act, and Section 21E of the Securities Exchange Act., including anticipate future performance of Vertiv’s business. These statements are only predictions. Actual events or results may differ materially from those in the forward-looking statement set forth herein. Readers are referred to Vertiv’s filings with the Securities and Exchange Commission, including its most recent Annual Report on Form 10-K and any subsequent Quarterly Reports on Form 10-Q for a discussion of these and other important risk factors concerning Vertiv and its operations. Vertiv is under no obligation to, and expressly disclaims any obligation to, update or alter its forward-looking statements, whether as a result of new information, future events or otherwise.
CONTACT
Sara Steindorf
T +314-982-1725
E sara.steindorf@fleishman.com
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