8-K/A

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

(Amendment No. 1)

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 23, 2019

SiteOne Landscape Supply, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-37760	46-4056061
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(IRS Employer Identification No.)

300 Colonial Parkway, Suite 600 Roswell, Georgia	30076
(Address of principal executive offices)	(Zip code)

Registrant’s telephone number, including area code:

(470) 277-7000

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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 under the Securities Act (17 CFR 230.405) or Rule 12b-2 under the Exchange Act (17 CFR 240.12b-2).

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. ¨

Explanatory Note

SiteOne Landscape Supply, Inc. (the “Company”) is filing this Amendment No. 1 to the Company’s Current Report on Form 8-K filed on January 23, 2019 (the “Original Report”) to amend the information provided in Item 5.02 therein regarding the effective date of resignation of Pascal Convers as the Company’s Executive Vice President of Strategy, Development and Investor Relations. All other information in the Original Report remains unchanged.

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

(b)

As previously described in the Original Report, on January 23, 2019, Pascal Convers shared his intention to resign from the Company. Mr. Convers’ resignation was originally set to become effective as of February 28, 2019. In order to ensure a smooth transition, Mr. Convers has agreed to remain an employee of the Company until April 30, 2019. Accordingly, the Original Report is hereby amended to provide that Mr. Convers’ resignation from the Company will be effective as of April 30, 2019.

(e)

In connection with Mr. Convers’ resignation, Mr. Convers and the Company executed a Consulting Agreement (the “Agreement”), a copy of which is attached as Exhibit 10.1. The Agreement provides, among other things, that Mr. Convers will remain with the Company until April 30, 2019 and thereafter, from May 1, 2019 until July 31, 2019, will make himself available to the Company in a consulting capacity (the “Consulting Period”). Pursuant to the Agreement, Mr. Convers will be paid a fee of $25,000 per month during the Consulting Period.

The preceding summary of the material terms of the Agreement is qualified in its entirety by the full text of the Agreement, which is filed herewith as Exhibit 10.1.

ITEM 9.01 Financial Statements and Exhibits.

(d) Exhibits:

Exhibit No.	Description
10.1	Consulting Agreement between Pascal Convers and the Company.

SIGNATURES

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.

	SITEONE LANDSCAPE SUPPLY, INC.
	By:	/s/ Briley Brisendine
		Briley Brisendine
		Executive Vice President, General Counsel and
Date: February 15, 2019		Secretary

EXHIBIT INDEX TO CURRENT REPORT ON FORM 8-K/A

10.1 Consulting Agreement between Pascal Convers and the Company.

EX-10.1

Exhibit 10.1

Consulting Agreement

This agreement is entered into between SiteOne Landscape Supply, Inc. (“SiteOne”) and Pascal Convers (“Convers”).

Whereas, Convers is an at-will employee of SiteOne;

Whereas, Convers has announced his resignation from the SiteOne as of April 30, 2019;

Whereas, said resignation is free and voluntary and not because of any coercion or constructive discharge;

Whereas, SiteOne would like to engage Convers in a consulting role for a period of three months after his employment ends and Convers is amenable to remaining in a consulting role after April 30, 2019 under the following terms and conditions;

NOW THEREFORE, the parties enter into the following agreement:

(1) Convers’ at-will employment with SiteOne will continue until April 30, 2019. Convers will enjoy the benefits of employment, consistent with his position and those with his position and tenure until April 30, 2019, at which time his employment will terminate.

(2) As of the end of the day on April 30, 2019, Convers shall no longer be employed, and as such, his right to continue to receive or accrue any further salary, wages, bonus potential, leave accrual or use, benefits, and other rights and privileges of an employee shall cease. Convers shall be paid all salary and bonuses both earned and payable through April 30, 2019.

(3) As of the end of the day on April 30, 2019, Convers shall return all SiteOne property, including electronic equipment and data.

(4) From May 1, 2019 through and including July 31, 2019, Convers shall make himself available to SiteOne in a consulting capacity (the “Consulting Period”); If for any reason Convers’ employment ends prior to April 30, 2019, SiteOne will have the option of beginning the Consulting Period sooner than that listed or terminating this agreement altogether.

(5) During the Consulting Period, Convers will not have access to SiteOne’s systems or email. However, Convers must maintain a working telephone and personal email account so he can be reached and provide assistance when needed. During the Consulting Period, Pascal will be required to be available, reachable, and able to provide consulting services for up to ten (10) hours per month during normal business hours for the Eastern Time Zone. Convers will have a duty and obligation to cooperate and provide information within his knowledge during the Consulting Period.

(6) As of the end of the business day (Eastern Time) on April 30, 2019, Convers will have no express or implied authority to bind SiteOne to any obligations without the express written consent of SiteOne. Should Convers engage in any actions after April 30, 2019, that result in binding obligations for SiteOne, Convers shall indemnify SiteOne for all incidental and consequential costs to SiteOne stemming from such obligations and Convers’ actions.

(7) Provided Convers makes himself available as outlined above, Convers shall be paid a flat fee of $25,000 per month for his consulting services, regardless of how much or how little of his services are used. Said $25,000 per month shall be the sole payments and/or benefit to which Convers shall be entitled in exchange for his services during the Consulting Period.

(8) As of the end of the day on July 31, 2019, Convers’ consulting arrangement will end and he will have no further business association with SiteOne.

(9) This Agreement constitutes the entire agreement and understanding of the parties and supersedes all prior negotiations, understandings and agreements, proposed or otherwise, written or oral, concerning the consulting arrangement during the Consulting Period. However, this Agreement shall not supersede any obligation of Convers under any agreement concerning confidentiality, trade secrets, proprietary information, restrictive covenants, non-disclosure, inventions, patents, copyrights or intellectual property that Convers previously executed, and any such agreement (or portions thereof) affecting the rights and obligations of the parties post termination from employment shall continue to remain in full force and effect. Convers agrees that he has not relied on any representation or statement, whether written or oral, other than as set forth in this Agreement. Furthermore, no modification of this Agreement shall be binding unless in writing signed by both parties. This Agreement shall inure to the benefit of and be binding upon the parties, their respective heirs, successors and assigns.

(10) Should any provision of this Agreement be declared illegal or unenforceable by any court of competent jurisdiction and if such provision cannot be modified to be enforceable (including the general release language), such provision shall immediately become null and void, leaving the remainder of this Agreement in full force and effect.

(11) Nothing in this agreement is intended to alter, or shall be interpreted as altering, the at-will nature of Convers’ employment with SiteOne.

SiteOne Landscape Supply, Inc.
By:	/s/ Doug Black
Name:	Doug Black
Title:	Chief Executive Officer
/s/ Pascal Convers
Pascal Convers