false 0001727263 0001727263 2023-07-28 2023-07-28

 

 

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): July 28, 2023

 

 

 

LOGO

Frontdoor, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-38617   82-3871179
(State or other jurisdiction
of incorporation)		   (Commission
File Number)		   (IRS Employer
Identification No.)

 

3400 Players Club Parkway, Memphis, Tennessee   38103
(Address of principal executive offices)   (Zip Code)

(901) 701-5000

(Registrant’s telephone number, including area code)

Not Applicable

(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 (see General Instruction A.2. below):

 

☐

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

  

Name of each exchange

on which registered

Common stock, par value $0.01 per share   FTDR   NASDAQ

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 Certain Officers; Compensatory Arrangements of Certain Officers.

On July 28, 2023, the Board of Directors (the “Board”) of Frontdoor, Inc. (the “Company”) unanimously elected Dr. Balakrishnan A. Ganesh as a director of the Company effective immediately. Dr. Ganesh is Partner at AKF Consulting, LLC (“AKF Partners”), which provides technology consulting, technical due diligence and interim technology leadership services. Dr. Ganesh will stand for election at the Company’s 2024 annual meeting of stockholders.

There were no arrangements or understandings pursuant to which Dr. Ganesh was elected as a director. From December 2022 through June 2023, Dr. Ganesh’s employer AKF Partners provided technology consulting services to the Company. The Company has paid an aggregate of $1.2 million to AKF Partners for services related to the evaluation, overall architecture and launch of a mobile application and the provision of interim technology executive services by Dr. Ganesh and his team. Dr. Ganesh is a salaried employee of AKF Partners and does not have an ownership interest in the firm. Dr. Ganesh’s compensation at AKF Partners since December 2022 has been comprised of (a) 50% fixed salary, and (b) 50% quarterly and annual bonuses based on both his performance and the firm’s overall financial results. The Board has affirmatively determined, under Nasdaq listing standards and the Company’s Corporate Governance Guidelines, that Dr. Ganesh is “independent.”

Dr. Ganesh will receive the Company’s standard compensation provided to all of the Company’s non-employee directors for service on the Board, which is currently $90,000 per annum, payable quarterly in cash, and $160,000 per annum, payable in shares of fully vested common stock of the Company, par value $0.01 per share (the “Shares”) issued under the Company’s 2018 Omnibus Incentive Plan, annually at the time of the annual meeting of stockholders unless the director has elected to defer the receipt of the Shares to a point in the future. The initial cash amount payable to Dr. Ganesh will be prorated with respect to fiscal year 2023 based on Dr. Ganesh’s time of service on the Board during 2023. The initial grant of Shares payable to Dr. Ganesh will be prorated from his time of service on the Board to the date of the first anniversary of the Company’s 2023 annual meeting of stockholders.

A press release announcing the election of Dr. Ganesh as a director, as described above, is attached as Exhibit 99.1.

 

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit
No.		   

Description of Exhibit

99.1    Press Release of Frontdoor, Inc., dated July 31, 2023
104    The cover page from this Current Report on Form 8-K, 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.

 

Dated: July 31, 2023   FRONTDOOR, INC.
    By:  

/s/ Jeffrey A. Fiarman

    Name:   Jeffrey A. Fiarman
    Title:   Senior Vice President, General Counsel and Secretary

Exhibit 99.1

Tech Expert Dr. Bala Ganesh Joins Frontdoor

Board of Directors

Executive brings deep experience in optimizing business through technology and innovation

MEMPHIS, Tenn. — (July 31, 2023) – Frontdoor, Inc. (NASDAQ: FTDR), the nation’s leading provider of home service plans with about two million members, today announced that its board unanimously approved the election of Dr. Balakrishnan A. Ganesh on July 28 as a director of the company, effective immediately.

“Bala is a very smart, tech savvy, innovation driven executive,” said Bill Cobb, Frontdoor’s chairman and chief executive officer. “He has a wealth of experience in digital transformation, cybersecurity and product development, especially as it relates to supporting company strategy. He is an outstanding addition to our board and I look forward to working with him closely.”

Ganesh is a partner at AKF Partners, which provides technology consulting, technical due diligence and interim technology leadership services.

“I am delighted to be joining Frontdoor’s board. I am deeply familiar with Frontdoor’s business models and technology, and I look forward to helping the company continue the tremendous momentum it’s achieved,” Ganesh said.

Prior to AKF Partners, Ganesh served at United Parcel Service for over 10 years in a variety of roles. Among the highlights, as vice president of engineering, Ganesh managed UPS’s global technology innovation strategy. While in this role, he was recognized by Business Insider as one of the 100 people transforming business. As the VP of advanced technology, Ganesh led UPS’s technology strategy for aerial drones, robotics, sensors, artificial intelligence, and autonomous vehicles. As the VP of advanced analytics and revenue management, he led a team of data scientists and marketers to implement machine learning prediction models for pricing and other functions.

Ganesh holds a PhD in aerospace engineering with a minor in mathematics, and an MBA and a Master of Science in aerospace engineering from the Georgia Institute of Technology. He also holds a Bachelor of Arts from the Indian National Defence Academy.

In addition to Ganesh, the Frontdoor board consists of the following directors:

 

  •  

Bill Cobb - Chairman & CEO

 

  •  

D. Steve Boland - Member of the nominating and corporate governance committee

 

  •  

Anna C. Catalano - Chair of the compensation committee

 

  •  

Peter L. Cella - Member of the audit and compensation committees

 

  •  

Christopher L. Clipper - Chair of the audit committee

 

  •  

Brian P. McAndrews - Lead director and chair of the nominating and corporate governance committee

 

  •  

Liane J. Pelletier - Member of the audit and compensation committees

About Frontdoor

Frontdoor is reimagining how homeowners maintain and repair their most valuable asset - their home. As the parent company of two leading brands, we bring over 50 years of experience in providing our members with comprehensive options to protect their homes from costly and unexpected breakdowns through our extensive network of pre-qualified professional contractors. American Home Shield, the category leader in home service plans with approximately two million members, gives homeowners budget protection and convenience, covering up to 23 essential home systems and appliances. Frontdoor is a cutting edge, one-stop-app for home repair and maintenance. Enabled by our Streem technology, the app empowers homeowners by connecting them in real time through video chat with pre-qualified experts to diagnose and solve their problems. The Frontdoor app also offers homeowners a range of other benefits including DIY tips, discounts and more. For more information about American Home Shield and Frontdoor, please visit www.frontdoorhome.com.

Forward Looking Statements

This news release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on management’s current expectations and beliefs, as well as a number of assumptions concerning future events. These statements are subject to risks, uncertainties, assumptions, and other important factors. Readers are cautioned not to put undue reliance on such forward-looking statements, because actual results may vary materially from those expressed or implied. The reports filed by Frontdoor pursuant to United States securities laws contain discussions of these risks and uncertainties. Frontdoor assumes no obligation to, and expressly disclaims any obligation to, update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Readers are advised to review Frontdoor’s filings with the United States Securities and Exchange Commission (which are available on the SEC’s EDGAR database at www.sec.gov and via Frontdoor’s website at investors.frontdoorhome.com).

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Jul. 28, 2023
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Document Type 8-K
Document Period End Date Jul. 28, 2023
Entity Registrant Name Frontdoor, Inc.
Entity Incorporation State Country Code DE
Entity File Number 001-38617
Entity Tax Identification Number 82-3871179
Entity Address, Address Line One 3400 Players Club Parkway
Entity Address, City or Town Memphis
Entity Address, State or Province TN
Entity Address, Postal Zip Code 38103
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Security 12b Title Common stock, par value $0.01 per share
Trading Symbol FTDR
Security Exchange Name NASDAQ
Entity Emerging Growth Company false
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