Item 2. Unregistered Sales of Equity Securities
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Issuer Purchases of Equity Securities
Period
Total number of shares purchased
Average price
paid per share (1)
Total number of
shares purchased as
part of publicly
announced plans or
programs
Maximum dollar value
of shares that may yet
be purchased under
the plans or programs
(in millions) (2)
Apr. 1, 2022 through Apr. 30, 2022
—
$
—
—
$
257
May 1, 2022 through May 31, 2022
—
—
—
257
Jun. 1, 2022 through Jun. 30, 2022
834,726
22.16
834,726
239
Total
834,726
$
22.16
834,726
$
239
________________________________
(1) The average price paid per share is calculated on a trade date basis and excludes commission.
(2) On September 7, 2021, we announced a three-year repurchase authorization of up to $400 million of outstanding shares of our common stock over the three-year period from September 3, 2021 through September 3, 2024. As of June 30, 2022, we have purchased a total of 4,478,194 outstanding shares at an aggregate cost of $162 million under this program. See Liquidity and Capital Resources – Liquidity in Part I, Item 2 of this report for more information.
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ITEM 6. EXHIBITS
Exhibit
Number
Description
2.1
Separation and Distribution Agreement, dated as of September 28, 2018, by and between Terminix Global Holdings, Inc. (formerly ServiceMaster Global Holdings, Inc.) and Frontdoor, Inc. (incorporated by reference to Exhibit 2.1 to Frontdoor’s Current Report on Form 8-K filed on October 1, 2018).
3.1
Restated Certificate of Incorporation of Frontdoor, Inc. (incorporated by reference to Exhibit 3.1 to Frontdoor’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2021).
3.2
Amended and Restated Bylaws of Frontdoor, Inc. (incorporated by reference to Exhibit 3.2 to Frontdoor’s Current Report on Form 8-K filed on July 1, 2021).
10.1#*
Employment Agreement, dated May 19, 2022, between William C. Cobb and Frontdoor, Inc.
10.2#*
Form of Performance Non-Qualified Stock Option Award Agreement under the Frontdoor, Inc. Omnibus Plan, effective June 2022.
10.3#*
Form of Performance Shares Agreement under the Frontdoor, Inc. Omnibus Plan, effective March 2021.
10.4#*
Form of Restricted Stock Unit Agreement under the Frontdoor, Inc. Omnibus Plan, effective March 2021.
10.5#*
Form of Sign-On Restricted Stock Unit Agreement under the Frontdoor, Inc. Omnibus Plan, effective June 2022.
31.1*
Certification of Chief Executive Officer pursuant to Rule 13a - 14, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*
Certification of Chief Financial Officer pursuant to Rule 13a - 14, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*
Certification of Chief Executive Officer pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2*
Certification of Chief Financial Officer pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS*
Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH*
Inline XBRL Taxonomy Extension Schema
101.CAL*
Inline XBRL Taxonomy Extension Calculation Linkbase
101.DEF*
Inline XBRL Taxonomy Extension Definition Linkbase
101.LAB*
Inline XBRL Taxonomy Extension Label Linkbase
101.PRE*
Inline XBRL Extension Presentation Linkbase
104*
Cover page formatted as Inline XBRL and included in Exhibit 101.
___________________________________
# Denotes management compensatory plans, contracts or arrangements.
* Filed herewith.
The agreements and other documents filed as exhibits to this report are not intended to provide factual information or other disclosure other than the terms of the agreements or other documents themselves, and you should not rely on them for that purpose. In particular, any representations and warranties made by Frontdoor in these agreements or other documents were made solely within the specific context of the relevant agreement or document and may not describe the actual state of affairs as of the date they were made or at any other time.
35
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 thereunto duly authorized.
Date: August 4, 2022
18
Frontdoor, Inc.
(Registrant)
By:
/s/ Brian K. Turcotte
Brian K. Turcotte
Senior Vice President and Chief Financial Officer
(Principal Financial Officer)
36