ROLLINS INC
For the period ended Dec 31, 2023. Filed Feb 15, 2024.
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FY2023 · Filed Feb 15, 2024
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Item 15. Exhibits, Financial Statement Schedules
Item 15. Exhibits and Financial Statement Schedules
(a)Consolidated Financial Statements, Financial Statement Schedule and Exhibits.
Consolidated financial statements listed in the accompanying Index to Consolidated Financial Statements and Schedule are filed as part of this report.
All schedules have been omitted as not applicable, immaterial or disclosed in the Consolidated Financial Statements or notes thereto.
Exhibits listed in the accompanying Index to Exhibits are filed as part of this report.
| Exhibit No. · Exhibit Description · Incorporated By Reference · Filed Herewith | |||||
|---|---|---|---|---|---|
| Form · Date · Number | |||||
| 2.1 | Stock Purchase Agreement by and among Rollins, Inc., Clark Pest Control of Stockton, Inc., the Stockholders of Clark Pest Control of Stockton, Inc. the Principals and the Stockholders Representative | 10-Q | April 26, 2019 | 10.1 | |
| 2.2 | Asset Purchase Agreement among King Distribution, Inc., a Delaware corporation, Geotech Supply Co., LLC, a California limited liability company, and Clarksons California Properties, California limited partnership | 10-Q | April 26, 2019 | 10.2 | |
| 2.3 | Real Estate Purchase Agreement by and between RCI – King, Inc., and Clarksons California Properties, a California limited partnership | 10-Q | April 26, 2019 | 10.3 | |
| 3.1 | Restated Certificate of Incorporation of Rollins, Inc., dated July 28, 1981 | 10-Q | August 1, 2005 | (3)(i)(A) | |
| 3.2 | Certificate of Amendment of Certificate of Incorporation of Rollins, Inc., dated August 20, 1987 | 10-K | March 11, 2005 | (3)(i)(B) | |
| 3.3 | Certificate of Change of Location of Registered Office and of Registered Agent, dated March 22, 1994 | 10-Q | August 1, 2005 | (3)(i)(C) | |
| 3.5 | Certificate of Amendment of Certificate of Incorporation of Rollins, Inc., dated April 26, 2011 | 10-K | February 25, 2015 | (3)(i)(E) | |
| 3.6 | Certificate of Amendment of Certificate of Incorporation of Rollins, Inc., dated April 28, 2015 | 10-Q | July 29, 2015 | (3)(i)(F) | |
| 3.7 | Certificate of Amendment of Certificate of Incorporation of Rollins, Inc., dated April 23, 2019 | 10-Q | April 26, 2019 | (3)(i)(G) | |
| 3.8 | Certificate of Amendment of Certificate of Incorporation of Rollins, Inc., dated April 27, 2021 | 10-Q | July 30, 2021 | (3)(i)(H) | |
| 3.9 | Amended and Restated By-laws of Rollins, Inc., dated May 20, 2021 | 8-K | May 24, 2021 | 3.1 | |
| 4.1 | Form of Common Stock Certificate of Rollins, Inc. | 10-K | March 26, 1999 | (4) | |
| 4.2 | Description of Registrant’s Securities | 10-K | February 28, 2020 | 4(b) | |
| 10.1+ | Membership Interest Purchase Agreement by and among Rollins, Inc., Northwest Exterminating Co., Inc. NW Holdings, LLC and the stockholders of Northwest Exterminating Co., Inc. dated as of July 24, 2017 | 10-Q | October 27, 2017 | 10.1 | |
| 10.2* | Rollins, Inc. Amended and Restated Deferred Compensation Plan | S-8 | November 18, 2005 | 4.1 | |
| 10.3* | Form of Plan Agreement pursuant to the Rollins, Inc. Amended and Restated Deferred Compensation Plan | S-8 | November 18, 2005 | 4.2 | |
| 10.4* | Forms of award agreements under the 2013 Cash Incentive Plan | 10-K | February 24, 2017 | 10(d) | |
| 10.5* | 2018 Stock Incentive Plan | DEF 14A | March 21, 2018 | Appendix A | |
| 10.6* | Form of Restricted Stock Grant Agreement | 8-K | April 28, 2008 | 10(d) | |
| 10.7* | Form of Time-Lapse Restricted Stock Agreement | 10-Q | April 27, 2012 | 10.1 | |
| 10.8* | Form of Time-Lapse Restricted Stock Agreement of Non-Section 16 Reporting Persons | 10-Q | October 27, 2022 | 10.17 | |
| 10.9* | Form of Time-Lapse Restricted Stock Agreement for Section 16 Reporting Persons | 10-Q | October 27, 2022 | 10.18 | |
| 10.10* | Form of Rollins, Inc. Performance Share Unit Award Agreement | X | |||
| 10.11* · Rollins, Inc. 2024 Executive Bonus Agreement–Gary W. Rollins · X | |||||
|---|---|---|---|---|---|
| 10.12* · Rollins, Inc. 2024 Executive Bonus Agreement–Jerry E. Gahlhoff, Jr. · X | |||||
| 10.13* · Rollins, Inc. 2024 Executive Bonus Agreement–Kenneth D. Krause · X | |||||
| 10.14* · Rollins, Inc. 2024 Executive Bonus Agreement–John F. Wilson · X | |||||
| 10.15* · Rollins, Inc. 2024 Executive Bonus Agreement–Elizabeth B. Chandler · X | |||||
| 10.16* | Offer Letter dated July 25, 2022, between Kenneth D. Krause and the Company | 10-Q | October 27, 2022 | 10.19 | |
| 10.17 | Revolving Credit Agreement dated as of April 30, 2019 between Rollins, Inc. and SunTrust Bank and Bank of America, N.A | 10-K | February 28, 2020 | (10)(j) | |
| 10.18 | Amended Credit Agreement dated as of January 27, 2022 between Rollins, Inc. and Truist Bank in its capacity as Administrative Agent and as a Lender and Bank of America, N.A. as a Lender* | 10-K | February 25, 2022 | 10.12 | |
| 10.19 | Annex A to the Credit Agreement dated as of January 27, 2022 between Rollins, Inc. and Truist Bank in its capacity as Administrative Agent and as a Lender and Bank of America, N.A. as a Lender | 10-K | February 25, 2022 | 10.13 | |
| 10.20 | Annex B to the Credit Agreement dated as of January 27, 2022 between Rollins, Inc. and Truist Bank in its capacity as Administrative Agent and as a Lender and Bank of America, N.A. as a Lender | 10-K | February 25, 2022 | 10.14 | |
| 10.21 | Registration Rights Agreement, dated as of June 5, 2023 between Rollins, Inc. and LOR, Inc. | S-3 | June 5, 2023 | 4.11 | |
| 10.22 | Underwriting Agreement, dated September 6, 2023, by and among Rollins, Inc., LOR, Inc. and Goldman Sachs & Co. LLC and Morgan Stanley & Co. LLC, as representatives of the several underwriters named in Schedule I thereto. | 8-K | September 11, 2023 | 1.1 | |
| 10.23* | Form of 2024 Time-Lapse Restricted Stock Agreement for Section 16 Reporting Persons | X | |||
| 10.24* | Form of 2024 Rollins Inc. Performance Share Unit Award Agreement | X | |||
| 21 | Subsidiaries of Registrant | X | |||
| 23.1 | Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm | X | |||
| 23.2 | Consent of Grant Thornton LLP, Independent Registered Public Accounting Firm | X | |||
| 24 | Powers of Attorney for Directors | X | |||
| 31.1 | Certification of Chief Executive Officer Pursuant to Item 601(b)(31) of Regulation S-K, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | X | |||
| 31.2 | Certification of Chief Financial Officer Pursuant to Item 601(b)(31) of Regulation S-K, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | X | |||
| 32.1** | Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | X | |||
| 97.1 | Rollins, Inc. Incentive-Based Compensation Recovery Policy, effective as of October 2, 2023 | X | |||
| 101.INS | Inline XBRL Instance Document | X | |||
| 101.SCH | Inline XBRL Schema Document | X | |||
| 101.CAL | Inline XBRL Calculation Linkbase Document | X | |||
| 101.LAB | Inline XBRL Labels Linkbase Document | X | |||
| 101.PRE | Inline XBRL Presentation Linkbase Document | X | |||
| 101.DEF | Inline XBRL Definition Linkbase Document | X | |||
| 104 | Cover Page Interactive Data File (embedded with the Inline XBRL document) | X | |||
- Indicates management contract or compensatory plan or arrangement.
** This certification is deemed furnished, and not filed, with the Securities and Exchange Commission and is not to be incorporated by reference into any filing of Rollins, Inc. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Annual Report on Form 10-K, irrespective of any general incorporation language contained in such filing.
- Confidential treatment has been requested for certain portions of this exhibit. Such information has been omitted and was filed separately with the Securities and Exchange Commission.
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