8-K

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):  January 18, 2017

SERVICEMASTER GLOBAL HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-36507	20-8738320
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

860 Ridge Lake Boulevard, Memphis, Tennessee	38120
(Address of principal executive offices)	(Zip Code)

(901) 597-1400
(Registrant’s telephone number, including area code)

(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))

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On January 18, 2017, ServiceMaster Global Holdings, Inc. (“ServiceMaster” or the “Company”) issued a press release announcing that Senior Vice President and Chief Financial Officer Alan Haughie will retire in March 2017, following the announcement of the Company’s financial results for the quarter and year ended December 31, 2016 and the filing of its Annual Report on Form 10-K for the year ended December 31, 2016 (“2016 10-K”).  The Company also announced that Anthony (Tony) DiLucente has joined the Company as a Senior Vice President and will assume the role of Chief Financial Officer after the filing of the 2016 10-K.  A copy of the press release is being furnished as Exhibit 99.1 and incorporated herein by reference.

From April 2011 until joining ServiceMaster, Mr. DiLucente, age 58, served as Executive Vice President & Chief Financial Officer of HDT Global, a comprehensive provider of mobility solutions for military and government applications.

Pursuant to an offer letter (the “Offer Letter”), in connection with his appointment, Mr. DiLucente will be paid an annual base salary of $450,000 (prorated from his start date) and will have a target annual bonus opportunity of 70% of his base salary.  Additionally, Mr. DiLucente will receive a signing bonus of $170,000, which will be subject to repayment in whole or in part if he voluntarily resigns without good reason prior to the one year anniversary of his start date. 

Mr. DiLucente will also receive $250,000 in value of restricted stock units (“RSUs”), which will vest at a rate of one-third per year on each of the first three anniversaries of the grant date, subject to his continued employment with ServiceMaster.  Should Mr. DiLucente’s employment terminate for cause, all unvested RSUs will be forfeited.  In the case of Mr. DiLucente’s termination other than (i) for cause or (ii) by reason of his death or disability, unvested RSUs will be cancelled.  Upon termination by reason of death or disability, a pro rata portion of the RSUs that would have vested in the year of termination will vest. 

The foregoing description of the Offer Letter with Mr. DiLucente is qualified in its entirety by reference to the complete terms and conditions of such agreement, which will be filed no later than as an exhibit to the Company’s 2016 10-K.

Upon his retirement, contingent upon execution of an agreement that contains a release of claims, non-competition and non-solicitation, confidentiality and non-disparagement provisions, Mr. Haughie will receive severance benefits consistent with the terms of his previously disclosed severance agreement with the Company.

Item 9.01.  Financial Statements and Exhibits.

(d) Exhibits

Ctober 30
Exhibit	Description of Exhibit
99.1	Press Release by ServiceMaster Global Holdings, Inc., issued January 18, 2017

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.

c
	SERVICEMASTER GLOBAL HOLDINGS, INC.
	(Registrant)
January 18, 2017	By:	/s/ James T. Lucke
		James T. Lucke
		Senior Vice President, General Counsel & Secretary

EXHIBIT INDEX

Ctober 30
Exhibit	Description of Exhibit
99.1	Press Release by ServiceMaster Global Holdings, Inc., issued January 18, 2017

EX-99.1

Exhibit 99.1

For further information contact:

Investor Relations:

James Shields

901.597.6839

James.Shields@servicemaster.com

Media:

Peter Tosches

901.597.8449

Peter.Tosches@servicemaster.com

ServiceMaster Announces CFO Transition;

Reaffirms 2016 Full-Year Guidance

ServiceMaster Chief Financial Officer Alan Haughie to retire in March;

Anthony DiLucente joining company as successor

Company to announce fourth-quarter and full-year 2016 results

on February 23, 2017

MEMPHIS, Tenn. (Jan. 18, 2017) – ServiceMaster Global Holdings, Inc. (NYSE: SERV), a leading provider of essential residential and commercial services, today announced that Alan Haughie, its senior vice president and chief financial officer, will retire from the company in March. He’ll be succeeded by Anthony (Tony) DiLucente, a highly successful financial executive with extensive global and operational experience, who will assume the role upon Haughie’s departure.

The company noted that while DiLucente will begin with the company immediately, Haughie will remain in his current role with ServiceMaster through the reporting of its financial results for the quarter and year ended December 31, 2016 and the filing of its annual report for 2016.

Haughie joined ServiceMaster in Sept. 2013 and was instrumental in successfully leading the company through several milestone events, including the spinoff of its TruGreen business in Jan. 2014; ServiceMaster’s initial public offering in June 2014; and the $2.4 billion in refinancing completed in November.

“I want to thank Alan for his many contributions during his time at ServiceMaster,” said ServiceMaster CEO Rob Gillette. “His dedication to achieving business results by investing in growth and improving the customer experience has been a significant part of ServiceMaster’s success over the past three years.”

DiLucente comes to ServiceMaster from HDT Global, a comprehensive provider of mobility solutions for military and government applications, where he served as executive vice president and chief financial officer since 2011. DiLucente’s strong financial management background also includes executive positions with Honeywell International, Johns Manville and Masonite Inc.

“Tony brings a strong background in financial management and operational expertise in a broad range of industries and companies,” said Gillette. “He has a track record of driving business growth, rigorous financial management and process improvement. We’re excited to have him join the ServiceMaster team.”

“I’ve thoroughly enjoyed my time with Rob and the great team at ServiceMaster, but the time is right for me to pursue other interests,” said Haughie. “The company has improved in so many ways throughout the past few

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years, particularly with its unwavering focus on customer satisfaction. I look forward to watching its continued success.”

Full-Year 2016 Outlook

The company also reaffirmed its full-year 2016 outlook previously provided in its third-quarter 2016 earnings release on Oct. 25, 2016.

Fourth-Quarter and Full-Year 2016 Earnings Conference Call

The company will discuss its fourth-quarter and full-year 2016 financial and operating results during a conference call at 8 a.m. central time (9 a.m. eastern time), February 23, 2017. To participate on the conference call, interested parties should call 888.612.1053 (or international participants, 303.223.2694). Additionally, the conference call will be available via webcast. A slide presentation highlighting the company’s results will also be available. To participate via webcast and view the slide presentation, visit the company’s investor relations home page. The call will be available for replay until March 25, 2017. To access the replay of this call, please call 800.633.8284 and enter reservation number 21842769 (international participants: 402.977.9140, reservation number 21842769. You may also review the webcast on the company’s investor relations home page.

About ServiceMaster

ServiceMaster (NYSE: SERV) solves the homeowner’s dilemma. Every day, we visit more than 75,000 homes and businesses through our extensive service network of expert professionals. Technology powers our trusted experts to engage with customers so they can order, buy and receive services when, where and how they want them. Our well-recognized brands include American Home Shield (home warranties), AmeriSpec (home inspections), Furniture Medic (furniture repair), Merry Maids (residential cleaning), ServiceMaster Clean (janitorial), ServiceMaster Restore (disaster restoration) and Terminix (termite and pest control). Like, follow or visit us at facebook.com/ServiceMaster,  linkedin.com/ServiceMaster,  twitter.com/ServiceMaster or servicemaster.com.  

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