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): October 11, 2019
ADT Inc.
(Exact name of Registrant as specified in its charter)
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Delaware |
001-38352 |
47-4116383 |
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(State of Incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
1501 Yamato Road
Boca Raton, Florida 33431
(Address of principal executive offices)
(561) 988-3600
(Registrant’s telephone number, including area code)
(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:
| ☐ | 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:
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Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
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Common Stock, par value $0.01 per share |
ADT |
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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). 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 Certain Officers; Compensatory Arrangements of Certain Officers.
(b) Resignation of Director
On October 11, 2019, Mr. Timothy J. Whall notified the Board of Directors (the “Board”) of ADT Inc. (the “Company”) that he is resigning from the Board effective October 11, 2019. Mr. Whall’s decision to leave the Board is not due to any dispute or disagreement with the Company on any matter relating to the Company’s operations, policies or practices.
In connection with Mr. Whall’s resignation, the Board agreed to amend the terms of Mr. Whall’s existing Retirement Agreement such that the existing time-bound restrictive covenants he is subject to will survive only until May 31, 2021 and so that the restrictions regarding the non-solicitation and non-hiring of the Company’s employees will not extend to members of Mr. Whall’s immediate family. Mr. Whall’s Amendment to Retirement Agreement is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
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Exhibit
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Description |
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10.1 |
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104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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SIGNATURES
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.
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ADT INC. |
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Date: October 11, 2019 |
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By: |
/s/ Jeffrey Likosar |
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Name: |
Jeffrey Likosar |
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Title: |
Executive Vice President, Chief Financial Officer and Treasurer |
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Exhibit 10.1
AMENDMENT TO
RETIREMENT AGREEMENT
THIS AMENDMENT (“Amendment”) to the Retirement Agreement by and between ADT, Inc., a Delaware corporation (“ADT”), The ADT Security Corporation, a Delaware corporation (the “Company”), and, solely for purposes of Sections 3.E, 11, 14.J, and 14.K thereof, Prime Security Services TopCo Parent, L.P., a Delaware limited partnership (“TopCo”), and Timothy J. Whall (the “Executive”), dated as of September 4, 2018 (the “Retirement Agreement”), is made by and between the Executive and ADT, the Company, and TopCo, effective as of October 11, 2019 (the “Amendment Effective Date”). Capitalized terms used but not defined herein shall have the meanings given to them in the Retirement Agreement.
WHEREAS, the Executive has been serving as member of the ADT Board since his Retirement Date pursuant to the terms of the Retirement Agreement; and
WHEREAS, the Executive and ADT, the Company, and TopCo have agreed to amend and modify certain terms of the Retirement Agreement as provided herein, with the understanding that all other provisions of the Retirement Agreement shall remain unchanged.
NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, and for good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto, each intending to be legally bound hereby, agree to amend the Retirement Agreement, effective as of the Amendment Effective Date, as follows:
1. Resignation of Board Service. Notwithstanding Section 2.B.2 of the Retirement Agreement, the Parties agree that the Executive shall voluntarily resign his position as a member of the ADT Board effective as of the Amendment Effective Date. For the avoidance of doubt, the Executive shall continue to receive the Retainer Fee through the twenty-four (24) month anniversary of the Retirement Date.
2. Amendment to Duration of Restrictive Covenants. Section 6.A of the Retirement Agreement shall be amended by deleting the single sentence beginning “Notwithstanding anything herein . . .” and replacing it with the following language:
“Notwithstanding anything herein to the contrary, for purposes of those restrictive covenants that survive for a fixed period of time based on the date on which the Executive’s employment terminates, and solely for those purposes, such covenants shall survive until May 31, 2021; provided, however, that such covenants relating to non-solicitation and non-hiring of employees of the Company Group shall not apply at any time with respect to the solicitation or hiring of any employee who is an immediate family member of the Executive. For purposes of clarity, this amends the duration of the restrictive covenants contained in the following: (i) Section 6(a) of the Amended & Restated Employment Agreement, dated as of December 19, 2017, (ii) Exhibit A of the ADT Inc. 2018 Omnibus Incentive Plan Nonqualified Option Award Agreement and the ADT Inc. 2018 Omnibus Incentive Plan Restricted Stock Unit Award Agreement, both dated as of January 18, 2018, and (iii) Section 22(b) of the Fourth Amended and Restated Limited Partnership Agreement of TopCo, dated as of November 7, 2016.”
3. Miscellaneous. The Retirement Agreement shall remain unchanged and in full force and effect other than as provided in this Amendment. However, to the extent that any of the provisions of this Amendment are inconsistent with the Retirement Agreement, the provisions contained in this Amendment shall govern. Section 14 of the Retirement Agreement is incorporated herein by reference, mutatis mutandis, and made a part hereof.
4. Counterparts. This Amendment may be executed in counterparts, each one of which shall be deemed an original and all of which together shall constitute one and the same Amendment.
IN WITNESS WHEREOF, this Amendment has been executed as the date first written above.
| EXECUTIVE | ||||||||
| Date: |
October 10, 2019 |
/s/ Timothy J. Whall |
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| TIMOTHY J. WHALL | ||||||||
| ADT | ||||||||
| ADT INC. | ||||||||
| Date: |
October 11, 2019 |
/s/ Jeffrey Likosar |
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| Name: | Jeffrey Likosar | |||||||
| Title: | Executive Vice President & Chief Financial Officer | |||||||
| COMPANY | ||||||||
| THE ADT SECURITY CORPORATION | ||||||||
| Date: |
October 11, 2019 |
/s/ Jeffrey Likosar |
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| Name: | Jeffrey Likosar | |||||||
| Title: | Executive Vice President & Chief Financial Officer | |||||||
| TOPCO | ||||||||
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PRIME SECURITY SERVICES TOPCO PARENT, L.P. |
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| By: Prime Security Services TopCo Parent GP, LLC, its general partner | ||||||||
| Date: |
October 10, 2019 |
/s/ Laurie Medley |
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| Name: | Laurie D. Medley | |||||||
| Title: | Vice President | |||||||