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): February 25, 2020
 
MONITRONICS INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
 
Delaware
 
333-110025
 
74-2719343
(State or other jurisdiction of
 
(Commission
 
(I.R.S. Employer
incorporation or organization)
 
File Number)
 
Identification No.)
 
1990 Wittington Place
Farmers Branch, Texas 75234
(Address of principal executive offices, including zip code)
 
Registrant’s telephone number, including area code: (972) 243-7443

(Former name or former address, if changed since last report): Not applicable

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 communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o   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
None
 
None
 
None

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 




Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Jeffery Gardner Steps Down as President and Chief Executive Officer

Jeffery R. Gardner has stepped down from his position as President and Chief Executive Officer and a member of the Board of Directors (the “Board”) of Monitronics International, Inc. (doing business as Brinks Home Security™) (the “Company”) effective February 27, 2020 (the “Effective Date”). Mr. Gardner’s departure was not a result of any disagreement with the Company regarding any matter to its operations, policies or practices.

Appointment of William Niles as Interim Chief Executive Officer

On the Effective Date, the Board named William Niles, currently the Company’s Chief Transformation Officer and General Counsel, as interim Chief Executive Officer. The appointment of Mr. Niles is coupled with a comprehensive search to name a permanent CEO for the Company, which is expected to commence shortly. Mr. Niles will remain in his role as interim CEO until the transition to a permanent CEO has been completed.

Mr. Niles, age 56, has had a long relationship with the Company. Prior to joining the Company in September 2019, Mr. Niles served as Chief Executive Officer of Ascent Capital Group, Inc., the parent corporation of the Company.

Item 9.01. Financial Statements and Exhibits.
 
(d) Exhibits.
 


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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 2, 2020

 
MONITRONICS INTERNATIONAL, INC.
 
 
 
 
 
By:
/s/ Fred A. Graffam
 
 
Name:
Fred A. Graffam
 
 
Title:
Chief Financial Officer, Executive Vice President and Assistant Secretary


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BRINKSHOMESECURITYLOGOA01.GIF

Brinks Home Security Announces Management Changes

Dallas-Fort Worth, TX - February 27, 2020 - Monitronics International, Inc. and its subsidiaries (doing business as Brinks Home Security TM), (“Brinks Home Security” or the “Company”) (OTC: SCTY) today announced the following management changes:

Jeff Gardner to Step Down, Effective Immediately
Jeff Gardner, President and Chief Executive Officer, has stepped down from his position and from the Company’s Board of Directors effective immediately.
“On behalf of the Board, I want to thank Jeff for his many contributions to Brinks Home Security,” said Michael Kneeland, chair of the Company’s Board of Directors. “Under Jeff’s tenure, he spearheaded significant achievements across the organization, including our rebranding to Brinks Home Security, and building out our direct to consumer offering under that Brand. We appreciate all he has done for the Company and wish him well in the future. Looking ahead, we will continue to focus on executing against our strategic priorities and creating long-term value for our shareholders.”
“Brinks Home Security is an exceptional company and leading the team has been an honor,” said outgoing President and Chief Executive Officer, Jeff Gardner. “I am proud of what we have accomplished together and our deep commitment to serving our customers.”
William Niles Named Interim Chief Executive Officer of Brinks Home Security
Effective immediately, the Company’s Board of Directors has named William Niles, the Company’s Chief Transformation Officer and General Counsel, as interim Chief Executive Officer.
Mr. Niles comes to the role of interim CEO following a long relationship with the Company. Prior to joining Brinks Home Security in September 2019, Mr. Niles served as Chief Executive Officer of Ascent Capital Group, Inc., the parent corporation of Brinks Home Security. Since 2010 Mr. Niles has worked in the Home Security industry and brings with him a wealth of experience including expertise in the dealer and direct to consumer sales channels, capital markets, mergers and acquisitions and strategic partnerships. Mr. Niles was instrumental in establishing the Company’s strategic Brand relationship with Brinks Inc. and its commercial relationship with NEST.
The appointment of Mr. Niles is coupled with a comprehensive search to name a permanent CEO for Brinks Home Security, which is expected to commence shortly. Mr. Niles will remain in his role as interim CEO until the transition to a permanent CEO has been completed.
About Brinks Home Security
Brinks Home Security (OTC: SCTY) is one of the largest home security and alarm monitoring companies in the U.S. Headquartered in the Dallas-Fort Worth area, Brinks Home Security secures approximately 900,000 residential and commercial customers through highly responsive, simple security solutions backed by expertly trained professionals. The Company has the nation’s largest network of independent authorized dealers - providing products and support to customers in the U.S., Canada and Puerto Rico - as well as direct-to-consumer sales of DIY and professionally installed products.





Contact:
Erica Bartsch
Sloane & Company
212-446-1875
ebartsch@sloanepr.com