WATSCO, INC. (NYSE:WSO) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 5.02.
On March13, 2018, David C. Darnell resigned from the Board of Directors (the “Board”) of Watsco, Inc., a Florida corporation (the “Company”). Mr.Darnell’s resignation was not due to any disagreement with the Company. Mr.Darnell was elected by the holders of the Company’s Common stock, and his term was to expire at the Company’s 2019 annual meeting of shareholders.
On March19, 2018, the Board appointed Slava Rubin as a Common share director to fill Mr.Darnell’s vacant position and nominated Mr.Rubin to stand for election at the Company’s 2018 shareholder meeting for a term to expire at the Company’s 2019 annual meeting of shareholders. The Board additionally appointed Mr.Rubin to serve on its newly formed Strategy Committee. Mr.Rubin is an innovative technologist and is the co-founder of Indiegogo, Inc., the largest crowdfunding platform in the world.Mr.Rubinis responsible for executing Indiegogo’s strategicgrowth initiatives, including the enterprise business as well as blockchain and equity investing. Prior to co-founding Indiegogo in 2008,Mr.Rubinwas astrategyconsultant, working for nearly a decade on behalf of clients such as MasterCard and FedEx. Mr.Rubin graduated with a B.S.E. from The Wharton School, University of Pennsylvania.
On March19, 2018, Barry S. Logan resigned from the Board. Mr.Logan’s decision was not the result of any disagreement with the Company. Mr.Logan was elected by the holders of the Company’s ClassB common stock, and his term was to expire at the Company’s 2019 annual meeting of shareholders. Mr.Logan continues to perform his current duties in every aspect as the Company’s Senior Vice President and Secretary and will attend all future Board meetings.
On March19, 2018, the Board appointed Brian Keeley as a ClassB share director to fill Mr.Logan’s vacant position and nominated Mr.Keeley for election at the Company’s 2018 shareholder meeting for a term to expire at the Company’s 2019 annual meeting of shareholders. The Board additionally appointed Mr.Keeley to serve on the Board’s Audit Committee. Mr.Keeley is the President and CEO of Baptist Health South Florida, the largest not-for-profit healthcare organization in South Florida, with 10 hospitals, a network of more than 50 outpatient facilities spanning four counties and one of the largest international programs in the nation. Under his leadership, Baptist Health executed transformational technologies throughout its organization. Baptist Health has been rated among the 100 Best Companies to Work For in America by Fortune magazine. Mr.Keeley is a former member and board chair of the Miami Branch of the Federal Reserve Board of Atlanta.
Messrs. Rubin and Keeley will participate in the standard non-management director compensation arrangements described in the section entitled “Director Compensation” that is included in the Company’s 2017 Proxy Statement filed with the Securities and Exchange Commission on April28, 2017.
There are no arrangements or understandings between either Mr.Rubin or Mr.Keeley, on the one hand, and any other person, on the other hand, to which either of them was appointed to the Board. Since the beginning of the Company’s last fiscal year, the Company has not engaged in any transactions, and there are no proposed transactions, or series of similar transactions, in which either Mr.Rubin or Mr.Keeley was or is to be a participant and in which any related person had a direct or indirect material interest in which the amount involved exceeds or exceeded $120,000.
About WATSCO, INC. (NYSE:WSO)
Watsco, Inc. (Watsco) is a distributor of air conditioning, heating and refrigeration equipment, and related parts and supplies (HVAC/R). The Company operates in the HVAC/R distribution industry in North America. The Company operates at approximately 570 locations in over 40 United States’ states, Canada, Mexico and Puerto Rico. The Company sells a line of products and maintains a mix of inventory to meet its customers’ needs. The Company distributes a range of products, such as equipment, including residential ducted and ductless air conditioners, gas, electric and oil furnaces, commercial air conditioning and heating equipment and systems and other specialized equipment; parts, including replacement compressors, evaporator coils, motors and other component parts, and supplies, including thermostats, insulation material, refrigerants, ductwork, grills, registers, sheet metal, tools, copper tubing, concrete pads, tape, adhesives and other ancillary supplies.