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): August 8, 2022 | |||
| VERTIV HOLDINGS CO | |||
| Exact name of registrant as specified in its charter | |||
| Delaware | 001-38518 | 81-2376902 | |
| (State or other Jurisdiction of incorporation) | (Commission File Number) | (IRS Employer 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 Symbol(s) | Name of each exchange 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 August 8, 2022, the Board of Directors of Vertiv Holdings Co (the “Company”) increased the authorized number of directors on the Board from nine (9) to ten (10) and appointed Jakki Haussler to the Board. Ms. Haussler will serve on the Audit Committee of the Board.
There are no arrangements or understandings between Ms. Haussler and any other person pursuant to which Ms. Haussler was selected as a director. In addition, there are no transactions in which Ms. Haussler has an interest that would require disclosure under Item 404(a) of Regulation S-K.
Ms. Haussler will receive compensation for her service on the Board and the Audit Committee pursuant to the Company’s Director Compensation Policy. In addition, as a non-employee director, Ms. Haussler will receive an annual equity grant consisting of stock options with four-year annual ratable vesting.
Item 9.01 (d) Financial Statements and Exhibits
| Exhibit No. | Exhibit Description |
|---|---|
| 99.1 | Press release dated August 8, 2022 announcing new director |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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: August 8, 2022 | Vertiv Holdings Co |
|---|---|
| /s/ Rob Johnson | |
| Name: Rob Johnson | |
| Title: Chief Executive Officer |
Document
Exhibit 99.1
Vertiv Names Jakki Haussler to Board of Directors
Latest addition brings extensive financial experience, expands Board to ten members
COLUMBUS, Ohio Aug. 8, 2022 – Vertiv (NYSE: VRT), a global provider of critical digital infrastructure and continuity solutions, today announced the appointment of Jakki Haussler to its Board of Directors. Ms. Haussler will serve on the Audit Committee of the Board.
Ms. Haussler is the Non-Executive Chairman of Opus Capital Management, Inc., which she co-founded in 1996 and subsequently led as CEO until 2019. Haussler has served in a variety of leadership positions in the investment community, including as the managing director of Capvest Venture Fund LP, and a partner at both Adena Ventures LP and Blue Chip Venture Company. She has extensive financial and board experience, and currently sits on the board of directors of the Barnes Group and Service Corporation International, and is a director and trustee of the Morgan Stanley Funds. Ms. Haussler served on the Board of Cincinnati Bell Inc. from 2008 until its acquisition by Macquarie Infrastructure Partners Inc. in 2021 and served as chair of both the Audit and Governance Committees. Haussler, a former certified public accountant, obtained her BBA in Accounting from the University of Cincinnati and her JD from Salmon P. Chase College of Law at Northern Kentucky University.
“Jakki brings a wealth of relevant accounting and financial experience to our Board and will add an important new voice to that group as they continue to focus on the governance, oversight and growth of our company,” said David Cote, Executive Chairman of the Vertiv Board of Directors. “Her perspectives and proven track record of sound financial management and investment will serve us well as we continue to expand our leadership position in the critical digital infrastructure space.”
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. These statements are only a prediction. 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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