0001104659-13-033048.txt : 20130425 0001104659-13-033048.hdr.sgml : 20130425 20130425170045 ACCESSION NUMBER: 0001104659-13-033048 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20130423 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20130425 DATE AS OF CHANGE: 20130425 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ROLLINS INC CENTRAL INDEX KEY: 0000084839 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-TO DWELLINGS & OTHER BUILDINGS [7340] IRS NUMBER: 510068479 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-04422 FILM NUMBER: 13783633 BUSINESS ADDRESS: STREET 1: 2170 PIEDMONT RD NE CITY: ATLANTA STATE: GA ZIP: 30324 BUSINESS PHONE: 4048882000 MAIL ADDRESS: STREET 1: 2170 PIEDMONT ROAD NE CITY: ATLANTA STATE: GA ZIP: 30324 8-K 1 a13-10751_18k.htm 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): April 23, 2013

ROLLINS, INC.

(Exact name of registrant as specified in its charter)

Delaware		1-4422		51-0068479
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

2170 Piedmont Road, N.E., Atlanta, Georgia 30324

(Address of principal executive offices) (Zip code)

Registrant’s telephone number, including area code: (404) 888-2000

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):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o 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 April 23, 2013, at the Annual Meeting of Stockholders of Rollins, Inc., the stockholders approved the Company’s Performance-Based Incentive Cash Compensation Plan (the “2013 Incentive Compensation Plan”). The 2013 Incentive Compensation Plan is summarized in the Company’s proxy statement dated March 18, 2013 (the “Proxy Statement”), and is not a written plan. A summary of the material terms of the 2013 Incentive Compensation is attached to this Current Report as Exhibit 10(a).

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
10(a)		Written description of Rollins, Inc. Performance-Based Incentive Cash Compensation Plan.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, Rollins, Inc. has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	ROLLINS, INC.


Date: April 24, 2013	By:	/s/Harry J. Cynkus
	Name:	Harry J. Cynkus
	Title:	Chief Financial Officer and Treasurer

EX-10.(A) 2 a13-10751_1ex10da.htm EX-10.(A)

Exhibit 10(a)

WRITTEN DESCRIPTION OF

ROLLINS, INC.

PERFORMANCE-BASED

INCENTIVE CASH COMPENSATION PLAN

The material terms of the Rollins, Inc. Performance-Based Incentive Cash Compensation Plan (the “Plan”), which is not evidenced by any written document, are summarized below.

All of the executive officers of Rollins, Inc. (“Rollins”) are eligible to participate in the Plan, at the discretion of Rollin’s Compensation Committee. Bonus awards under the plan provide participants an opportunity to earn an annual bonus in a maximum amount of 100% of base salary or $2 million per individual per year, whichever is less.

Whether a bonus is payable, and the amount of any bonus payable, is contingent upon achievement of certain performance goals, which are measured according to one or more of the following three targeted financial measures: revenue growth, pretax profit plan achievement, and pretax profit improvement over the prior year. Unless sooner amended or terminated by the Compensation Committee, the plan will be in place until April 24, 2018.