Vertiv Holdings Co (Form: 8-K, Received: 10/01/2020 17:14:46)

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 1, 2020

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)

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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))

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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

Units, each consisting of one share of Class A common stock, $0.0001 par value per share, and

VERT.U

New York Stock Exchange

one-third of one redeemable warrant to purchase one share of Class A common stock

Class A common stock, $0.0001 par value per share

VRT

New York Stock Exchange

Redeemable warrants to purchase Class A common stock

VRT WS

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 October 1, 2020, Vertiv Holdings Co (the “Company”) announced that Scott Cripps, an experienced accounting and finance leader, joined the financial executive team as Chief Accounting Officer, effective immediately. Mr. Cripps will lead the global accounting organization and be responsible for advancing the Company’s accounting and internal financial controls. Mr. Cripps will report directly to the Company’s CFO, David Fallon.

Mr. Cripps brings more than 20 years of experience to the Company’s financial executive team. Before joining Vertiv, Cripps was with Owens Corning, a global leader in building and industrial materials, for nine years in roles of increasing responsibility—including serving as assistant controller, directing a variety of finance activities, and leading the organization’s Investor Relations function. His tenure with the company included a three-year international finance assignment in Europe. Earlier in his career, Cripps was with KPMG LLP for 11 years, working on behalf of public and private companies in the retail, manufacturing, consumer products, and technology sectors.

There are no arrangements or understandings between Mr. Cripps and any other persons pursuant to which he was selected as an officer. Mr. Cripps has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Mr. Cripps has no family relationships with any director, executive officer or person nominated or chosen by the Company to become a director or executive officer of the Company, and there are no transactions between Mr. Cripps and the Company that would be required to be reported under Item 404(d) of Regulation S-K.

Mr. Cripps will receive a base salary and an annual cash bonus opportunity equal to a percentage of his base salary for target-level achievement of performance criteria established under the Company’s Annual Incentive Plan. Mr. Cripps will be eligible to receive a discrete number of equity awards of the Company as approved by the Compensation Committee of the Board of Directors of the Company under the terms of the 2020 Stock Incentive Plan of Vertiv Holdings Co and its Affiliates and which shall vest and be governed by the relevant award agreements. Mr. Cripps will also be eligible for a market-competitive long term incentive award each year, subject to the approval of the Board of Directors of the Company; a discrete short term incentive package; participation in the Company’s 401(k) plan and benefits programs; relocation benefits pursuant to Company policy should he decide to relocate for his role; executive severance under the Company’s Employment Policy if his employment is involuntarily terminated for a reason other than “Cause” or if he terminates for “Good Reason” (as each is defined in the Company’s Executive Employment Policy in effect at such termination); and a lump sum cash termination payment under the Company’s Change of Control Plan upon occurrence of events specified therein. Mr. Cripps has also executed an agreement subjecting him to a confidentiality provision and one-year post-termination non-competition and non-solicitation covenants.

Item 9.01 (d) Financial Statements and Exhibits


Exhibit No.						Exhibit Description
99.1						Press release of Vertiv Holdings Co, dated October 1, 2020

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: October 1, 2020			Vertiv Holdings Co
			/s/ Rob Johnson
			Name: Rob Johnson
			Title: Chief Executive Officer

Vertiv Names Scott Cripps as Chief Accounting Officer

Columbus, Ohio [October 1, 2020] – Vertiv Holdings Co (“Vertiv”) (NYSE: VRT), a global provider of critical digital infrastructure and continuity solutions, today announced the naming of Scott A. Cripps to the position of Chief Accounting Officer, effective immediately.

Cripps will lead Vertiv’s global accounting organization and be responsible for advancing the company’s accounting and internal financial controls around the world. He will report to Vertiv Chief Financial Officer David Fallon.

“Scott is an outstanding executive who has demonstrated a consistent record of strong accounting and financial leadership throughout his career,” said Fallon. “And, Scott will bring both domestic and international experience to our financial leadership team helping us to create meaningful value for our customers, while serving the near- and long-term interests of our shareholders.”

Before joining Vertiv, Cripps was with Owens Corning, a global leader in building and industrial materials, for nine years in roles of increasing responsibility—including serving as assistant controller, directing a variety of finance activities, and leading the organization’s Investor Relations function. His tenure with the company included a three-year international finance assignment in Europe. Earlier in his career, Cripps was with KPMG LLP for 11 years, working on behalf of public and private companies in the retail, manufacturing, consumer products, and technology sectors.

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About Vertiv Holdings Co

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. As Architects of Continuity™, 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 20,000 people and does business in more than 130 countries. For more information, and for the latest news and content from Vertiv, visit Vertiv.com.

CONTACT

Schuyler Easterling T +314-982-8673 E Schuyler.Easterling@fleishman.com