8-K: Current report filing
Published on March 1, 2007
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UNITED
STATES
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SECURITIES
AND EXCHANGE COMMISSION
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Washington,
D.C. 20549
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FORM
8-K
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CURRENT
REPORT
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PURSUANT
TO SECTION 13 OR 15(d) OF
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THE
SECURITIES EXCHANGE ACT OF 1934
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Date
of Report (Date of earliest event reported): February 26,
2007
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ROLLINS,
INC.
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(Exact
name of registrant as specified in its charter)
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Delaware
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1-4422
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51-0068479
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(I.R.S.
Employer Identification No.)
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2170
Piedmont Road, N.E., Atlanta, Georgia 30324
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(Address
of principal executive offices) (Zip code)
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Registrant’s
telephone number, including area code: (404)
888-2000
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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):
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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)
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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))
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ITEM
5.02. Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Adoption
of Performance Bonus Program for Fiscal 2007.
On
February 26, 2006, the Compensation Committee (the “Committee”) of the Board of
Directors of Rollins, Inc. (the “Company”), approved the performance bonus
program for the Named Executive Officers for 2007, in accordance with the
terms
of the Company’s Performance-Based Incentive Cash Compensation Plan for
Executive Officers, which was approved by the Company’s shareholders at the
Company’s 2003 annual meeting and is described in more detail in the Company’s
2003 proxy statement. Under the 2007 performance bonus program, the Named
Executive Officers will each have an opportunity to receive a bonus of up
to 80%
of his or her base salary, not to exceed a maximum of $2,000,000 per individual
per year. The amount of any bonus will be determined by a formula set by
the
Committee based upon the amount of revenue growth, pretax profit plan
achievement, and pretax profit improvement over the prior year, if any, and
in
the case of Mr. Knottek and Mr. Cynkus, achievement of the Company’s expense
plan for the year and internal customer survey results. No bonuses will be
paid
under the 2007 performance bonus program until the satisfaction of the
performance criteria has been certified by the Committee, which will not
take
place until after the close of 2007. The forms of the bonus awards are attached
as exhibits to this Form 8-K.
The
Committee also approved the amounts of Named Executive Officers’ bonuses for
2006 under the 2006 bonus program, as reported on the Company’s Form 8-K filed
on January 31, 2006. The amounts were as follows: Mr. Randall Rollins, $375,172;
Mr. Gary Rollins, $442,156; Mr. Glen Rollins, $220,570; Mr. Cynkus, $123,676;
Mr. Knottek, $123,676.
ITEM
9.01 Financial Statements and Exhibits.
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Financial
Statements
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Pro
Forma Financial Information
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Shell
Company Transactions
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Exhibits
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Exhibit
Number
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Description
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(10)(t)
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Form
A of Executive Bonus Plan for Fiscal Year 2007
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(10)(u)
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Form
B of Executive Bonus Plan for Fiscal Year
2007
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SIGNATURES
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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.
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ROLLINS,
INC.
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Date:
February 28, 2007
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By:
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/s/Harry J. Cynkus
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Name:
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Harry J. Cynkus
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Title:
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Chief Financial Officer and Treasurer
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