UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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FORM
CURRENT REPORT
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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. |
On October 24, 2023, the Board of Directors (the “Board”) of Frontdoor, Inc. (the “Company”) unanimously elected Lara Balazs as a director of the Company, and appointed her as a member of the Nominating and Corporate Governance Committee of the Board, effective immediately. Ms. Balazs is the Executive Vice President, General Manager, Strategic Partnership Group and Chief Marketing Officer of Intuit Inc., a global financial technology platform that powers prosperity for consumers and small businesses. Ms. Balazs will stand for election at the Company’s 2024 annual meeting of stockholders.
There were no arrangements or understandings pursuant to which Ms. Balazs was elected as a director. The Board has affirmatively determined, under Nasdaq listing standards and the Company’s Corporate Governance Guidelines, that Ms. Balazs is “independent.”
Ms. Balazs 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 per $0.01 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 Ms. Balazs will be prorated with respect to fiscal year 2023 based on her time of service on the Board during 2023. The initial grant of Shares payable to Ms. Balazs will be prorated from her 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 Ms. Balazs as a director, as described above, is attached as Exhibit 99.1.
Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
Exhibit |
Description of Exhibit | |
99.1 | Press Release of Frontdoor, Inc., dated October 25, 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: October 25, 2023 | FRONTDOOR, INC. | |||||
By: | /s/ Jeffrey A. Fiarman | |||||
Name: | Jeffrey A. Fiarman | |||||
Title: | Senior Vice President, General Counsel and Secretary |