UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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| Item 7.01 | Regulation FD Disclosure. |
On November 29, 2023, Vertiv Holdings Co, a Delaware corporation (the “Company”) issued a press release announcing, among other things, that it has increased the Company’s financial guidance for the fiscal year ending December 31, 2023. A copy of the press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference in its entirety. The information furnished pursuant to this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933 or the Exchange Act.
| Item 8.01 | Other Events. |
Stock Repurchase Program
On November 29, 2023, the Company announced that the Board of Directors of the Company (the “Board”) has approved a stock repurchase program permitting the repurchase of the Company’s shares of Class A common stock in an aggregate amount of up to $3.0 billion until December 31, 2027. Repurchases of shares of the Company’s Class A common stock may be made from time to time through open market purchases, privately negotiated transactions, Rule 10b5-1 plans, accelerated stock repurchases, block trades, derivative contracts or otherwise, including in compliance with Rule 10b-18. The specific timing of any repurchases will be determined in management's discretion and will depend on a number of factors, including available liquidity, the Company's stock price, the Company's financial outlook, and alternative investment options. The stock repurchase program does not obligate the Company to repurchase any specific dollar amount or number of shares of Class A common stock and the Board's authorization of the program may be modified, suspended or discontinued at any time.
Dividend
On November 29, 2023, the Company announced that the Board has declared a cash dividend of $0.025 per share of Class A common stock. The dividend is payable to the Company's shareholders of record as of December 11, 2023, and is expected to be paid on December 27, 2023.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. | Exhibit Description | |
| 99.1 | Press release of Vertiv Holdings Co, dated November 29, 2023 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
Date: November 29, 2023 |
Vertiv Holdings Co | |
| /s/ David Fallon | ||
| Name: David Fallon | ||
| Title: Chief Financial Officer |