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) June 26, 2020
APi Group Corporation
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 001-39275 | 98-1510303 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
| 1100 Old Highway 8 NW New Brighton, MN |
55112 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: (651) 636-4320
(Former name or former address, if changed since last report)
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:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
| Common Stock, par value $0.0001 per share | APG | The New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
☐ Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(b) & (c)
Mark Polovitz, who served as Vice President, Controller and principal accounting officer of APi Group Corporation (the “Company”), is transitioning to a new role with the Company as an operating company Vice President, effective June 26, 2020. As of the same date, Thomas A. Lydon, the Company’s Chief Financial Officer, has assumed the role of principal accounting officer. Mr. Lydon will not receive any additional compensation for his services in that additional role.
Biographical information for Mr. Lydon, 56, can be found in the Company’s Registration Statement on Form S-4 effective May 1, 2020 (the “Form S-4”), and such biographical information is incorporated by reference herein. There are no arrangements or understandings between Mr. Lydon and any other persons pursuant to which he was selected to serve in the role of principal accounting officer of the Company. There are no family relationships between Mr. Lydon and any director or executive officer of the Company and, other than as disclosed under the “Related Party Transactions” heading in the Form S-4, which information relating specifically to Mr. Lydon is incorporated herein by reference, Mr. Lydon does not have a direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K promulgated under the Securities Exchange Act of 1934, as amended, nor are any such transactions currently proposed.
SIGNATURES
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.
| API GROUP CORPORATION | ||||
| By: | /s/ Andrea M. Fike | |||
| Name: | Andrea M. Fike | |||
| Title: | General Counsel and Secretary | |||
Date: June 26, 2020