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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 20, 2024
ROLLINS, INC.
(Exact name of registrant as specified in its charter)
Delaware1-442251-0068479
(State or other jurisdiction of incorporation)
(Commission File Number)(I.R.S. Employer Identification No.)
2170 Piedmont Road, N.E., Atlanta, Georgia 30324
(Address of principal executive offices) (Zip code)
Registrant’s telephone number, including area code: (404) 888-2000
Not Applicable
(Former name of former address, if changes 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):
oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
xSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
oPre-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 classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $1.00 Par Value Per ShareROLNYSE
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.

On February 14, 2024, Jerry Nix informed the Board of Directors (the “Board”) of Rollins, Inc. (the “Company”) that he will retire from the Board as of the Company’s 2024 Annual Meeting of Shareholders (the “Annual Meeting”). Mr. Nix joined the Board in 2020 and has served as Lead Director since 2021. Following the Annual Meeting, the Board will select a new Lead Director to replace Mr. Nix. There has been no disagreement between Mr. Nix and the Company with respect to any matter relating to the Company’s operations, policies or practices.

On February 20, 2024, the Company announced that Dale Jones has been nominated as a director nominee for election to the Board at the Annual Meeting. A copy of the Company’s press release dated February 20, 2024 is filed as an exhibit to this Form 8-K and is incorporated herein by reference.

This communication relates to the election of directors at the Company’s Annual Meeting and may be deemed to be solicitation material in respect of such election. The election of Mr. Jones as a director of the Company will be solicited by the Board and management. The Company intends to file a definitive proxy statement (the “Definitive Proxy”) with respect to the Annual Meeting. Before making any voting decision, investors and security holders are urged to read the Definitive Proxy and all other relevant documents filed or that will be filed with the SEC in connection with the Annual Meeting as they become available because they will contain important information about the Annual Meeting and related matters. Investors and security holders may obtain free copies of these documents (when they are available) and other related documents filed with the SEC at the SEC’s website at www.sec.gov and on the Company’s investor relations web page at www.rollins.com.

Item 9.01. Financial Statements and Exhibits.
Exhibit No.Description
99.1
104Cover Page Interactive Data File (embedded with the Inline XBRL document)


SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, Rollins, Inc. has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
ROLLINS, INC.
Date: February 20, 2024By:/s/ Kenneth D. Krause
Name:Kenneth D. Krause
Title:
Executive Vice President, Chief Financial Officer and Treasurer
(Principal Financial Officer)


Exhibit 99.1
For Further Information Contact
Lyndsey Burton (404) 888-2348
image.jpg

FOR IMMEDIATE RELEASE

ROLLINS, INC. ANNOUNCES CHANGES TO ITS BOARD OF DIRECTORS

Announces Nomination of Dale Jones for Election to Board of Directors at 2024 Annual Meeting
Lead Director Jerry Nix to Retire, Effective at 2024 Annual Meeting

ATLANTA, GEORGIA, February 20, 2024: Rollins, Inc. (NYSE:ROL) (“Rollins” or the “Company”), a premier global consumer and commercial services company, today announced that Dale Jones has been nominated by the Board of Directors (the “Board”) for election to the Board at the upcoming 2024 Annual Meeting of Shareholders (the “Annual Meeting”).

Mr. Jones is currently the CEO of MagnaVista Partners, which specializes in leadership development consulting with extensive global and domestic experience. He also previously served as the CEO of Diversified Search Group from 2013 to 2023, where he led a strategic effort that more than tripled revenue for the business. He began his career in banking before moving into executive search as a managing partner in the Atlanta office of Heidrick & Struggles International in 2000. During his time at Heidrick & Struggles he held roles of increasing responsibility, including Vice Chairman and Partner of the CEO and Board Practice, where he consulted CEOs and corporate boards on human capital issues including recruiting, retention, succession planning, and corporate governance. Mr. Jones currently serves on the boards of Chick-fil-A, Outset Medical (Nasdaq: OM), The Special Olympics, and his alma mater, Morehouse College and previously served on the Board of Northwestern Mutual Corp and Kohl’s (NYSE: KSS). He recently received the Benjamin E. Mays Award for Excellence from Morehouse College.

In addition, Jerry Nix has announced he will retire as of the Company’s 2024 annual meeting of shareholders. Mr. Nix joined the Rollins, Inc. Board in 2020 and has served as Lead Director since 2021. Following the annual meeting, the Board will select a new Lead Director to replace Mr. Nix.

“I wish to personally thank Jerry for his dedicated leadership to Rollins. His guidance and service to the company have been invaluable, and we wish him all the best,” said Gary W. Rollins, Executive Chairman of the Board. “I am also pleased to welcome Dale to our Board. He brings a tremendous amount of governance and business expertise to Rollins, and I look forward to working with him,” said Mr. Rollins.

About Rollins, Inc.:
Rollins, Inc. (ROL) is a premier global consumer and commercial services company. Through its family of leading brands, the Company and its franchises provide essential pest control services and protection against termite damage, rodents, and insects to more than 2.8 million customers in North America, South America, Europe, Asia, Africa, and Australia, with more than 19,000 employees from more than 800 locations. Rollins is parent to Orkin, HomeTeam Pest Defense, Clark Pest Control, Northwest Exterminating, McCall Service, Trutech, Critter Control, Western Pest Services, Waltham Services, OPC Pest Services, The Industrial Fumigant Company, PermaTreat, Crane Pest Control, Missquito, Fox Pest Control, Orkin Canada, Orkin Australia, Safeguard (UK), Aardwolf Pestkare (Singapore), and more. You can learn more about Rollins and its subsidiaries by visiting www.rollins.com.

This communication relates to the election of directors at the Annual Meeting and may be deemed to be solicitation material in respect of such election. The election of Mr. Jones as a director of the Company will be solicited by the Board and management. The Company intends to file a definitive proxy statement (the “Definitive Proxy”) with respect to the Annual Meeting. Before making any voting decision, investors and security holders are urged to read the Definitive Proxy and all other relevant documents filed or that will be filed with the SEC in connection with the Annual Meeting as they become available because they will contain important information about the Annual Meeting and related matters. Investors and security holders may obtain free copies of these documents (when they are available) and other related documents filed with the SEC at the SEC’s website at www.sec.gov and on the Company’s investor relations web page at www.rollins.com.

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Feb. 20, 2024
Cover [Abstract]  
Entity Registrant Name ROLLINS, INC.
Document Type 8-K
Entity Incorporation, State or Country Code DE
Entity File Number 1-4422
Entity Tax Identification Number 51-0068479
Entity Address, Address Line One 2170 Piedmont Road, N.E.,
Entity Address, City or Town Atlanta
Entity Address, State or Province GA
City Area Code (404)
Local Phone Number 888-2000
Document Period End Date Feb. 20, 2024
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Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock, $1.00 Par Value Per Share
Trading Symbol ROL
Security Exchange Name NYSE
Entity Central Index Key 0000084839
Amendment Flag false
Entity Address, Postal Zip Code 30324
Entity Emerging Growth Company false
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