adt-20221215

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): December 15, 2022




			ADT Inc.
(Exact name of registrant as specified in its charter)


Delaware	001-38352	47-4116383
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)


			1501 Yamato Road Boca Raton, Florida 33431
			(Address of principal executive offices)

(561) 988-3600

(Registrant’s telephone number, including area code)

(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 $0.01 per share

ADT

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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). 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. o

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b) Chief Revenue Officer

The Company has announced that Mr. Keith Holmes, the Company’s Executive Vice President and Chief Revenue Officer, will be leaving the Company effective December 16, 2022. In connection therewith, the Company’s Compensation Committee has approved a Separation of Employment Agreement and General Release which, among other things: (i) accelerates the vesting of a portion of that certain equity award currently held by Mr. Holmes, having a grant date of July 1, 2021, such that 58,920 shares underlying such award, together with an additional 3,049 dividend equivalent units, vest upon his departure from the Company; (ii) provides for a cash bonus for 2022 at no less than Mr. Holmes’ target amount for 2022; and (iii) increases the post-employment period of non-competition by Mr. Holmes to eighteen months.

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.


Date:	December 16, 2022	ADT Inc.

		By:	/s/ Richard S. Mattessich
			Richard S. Mattessich
			Vice President and Deputy General Counsel, Corporate & Securities