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): March 23, 2017
SiteOne Landscape Supply, Inc.
(Exact name of registrant as specified in its charter)
Delaware | 001-37760 | 46-4056061 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
300 Colonial Parkway, Suite 600 Roswell, Georgia |
30076 | |
(Address of principal executive offices) | (Zip Code) |
Registrants 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:
☐ | 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. |
Appointment of New Director
Effective as of March 23, 2017, the Board of Directors (the Board) of SiteOne Landscape Supply, Inc. (the Company) increased the number of directors serving on the Board from nine to ten and filled the vacancy created by such newly-created directorship by appointing Michael J. Grebe. Mr. Grebe will serve as a Class I Director for a term expiring at the Companys 2017 annual stockholders meeting. The Board also appointed Mr. Grebe to serve on the Audit Committee of the Board, effective as of April 28, 2017. The Board determined, after considering all of the relevant facts and circumstances, that Mr. Grebe is independent as defined under New York Stock Exchange (NYSE) listing standards.
No arrangements exist between the Company and Mr. Grebe or any other person pursuant to which he was selected as director. There are no transactions in which Mr. Grebe has an interest requiring disclosure under Item 404(a) of SEC Regulation S-K.
Mr. Grebe will be entitled to participate in the Companys non-employee director compensation plan and certain indemnification rights. Such director compensation plan and indemnification rights are described in more detail under Executive Compensation-Director Compensation and Description of Capital Stock-Limitations on Liability and Indemnification, respectively, in the final prospectus filed by the Company with the U.S. Securities and Exchange Commission on November 30, 2016 pursuant to Rule 424(b)(4) under the Securities Act of 1933, as amended (Registration No. 333- 214628).
Audit Committee of the Board Member Resignation and Appointment
In connection with Mr. Grebes appointment to the Audit Committee of the Board, Kenneth A. Giuriceo resigned as a member of the Audit Committee of the Board, effective as of April 28, 2017. Following Mr. Giuriceos resignation and Mr. Grebes appointment, the Audit Committee of the Board will be comprised entirely of directors that the Board has determined are independent as defined under NYSE listing standards.
In connection with the appointment of Mr. Grebe to the Companys Board, the Company issued a press release on March 23, 2017. A copy of the press release is furnished as Exhibit 99.1 to this report.
Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
Exhibit No. |
Description of Exhibit | |
99.1 | Press Release of SiteOne Landscape Supply, Inc., dated March 23, 2017. |
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 | |
Name: Briley Brisendine Title: Executive Vice President, General Counsel and Secretary |
Date: March 23, 2017
EXHIBIT INDEX
Exhibit No. |
Description | |
99.1 | Press Release of SiteOne Landscape Supply, Inc., dated March 23, 2017. |
Exhibit 99.1
March 23, 2017
SiteOne Landscape Supply Names Michael J. Grebe to Its Board of Directors
ATLANTA, March 23, 2017 SiteOne Landscape Supply, Inc. (NYSE: SITE) announced today the appointment of Michael J. Grebe to the companys board of directors. Mr. Grebe was also appointed to serve on the companys Audit Committee effective April 28, 2017. Following his appointment to the board, the company has ten directors, five of whom are independent.
We are excited to welcome Mike Grebe to our board said Paul Pressler, SiteOne Chairman. His experience and track record growing a successful distribution company will be an asset to SiteOne.
Mr. Grebe is the former Chairman of the Board and Chief Executive Officer of Interline Brands, Inc., a leading wholesale distributor and direct marketer of maintenance, repair and operations products, serving as CEO from 2002 to 2016 and Chairman of the Board from 2007 to 2015. Prior to joining Interline, Mr. Grebe served in leadership roles with Airgas, Inc., where he was a Group Vice President, and with IPCO Safety, Inc., where he was President. He currently serves as an Advisory Director to Berkshire Partners, a Boston-based private equity firm. Mr. Grebe is also a director of SRS Distribution, Inc., Access Information Management, Inc. and Sterling Talent Solutions.
Mikes public company board experience and long tenure as the CEO of a high-performing wholesale distributor will be a great benefit to us as we continue to build a world-class company said Doug Black, SiteOne CEO.
About SiteOne Landscape Supply:
SiteOne Landscape Supply (NYSE: SITE), is the largest and only national wholesale distributor of landscape supplies in the United States and it has a growing presence in Canada. Its customers are primarily residential and commercial landscape professionals who specialize in the design, installation, and maintenance of lawns, golf courses and other outdoor spaces. https://www.siteone.com
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For more information, contact:
Investor Relations Contact: |
News Media Contact: | |
SiteOne Landscape Supply, Inc. |
SiteOne Landscape Supply, Inc. | |
Pascal Convers |
Greg Kirksey | |
Executive Vice President, Strategy and Development |
Director, Communications | |
470-270-7011 |
470-277-7164 | |
investors@siteone.com |
GKirksey@siteone.com |
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