Fortrea Holdings Appoints New CFO, Offers $1M in RSUs

TL;DR

Fortrea names new CFO, Zito, with $475K salary + $1M RSU grant.

AI Summary

Fortrea Holdings Inc. announced on May 14, 2024, that it has appointed Michael A. Zito as its new Chief Financial Officer, effective May 13, 2024. Zito will receive an annual base salary of $475,000 and is eligible for a target annual bonus of 60% of his base salary. He will also receive a one-time grant of restricted stock units (RSUs) valued at $1,000,000, vesting over three years.

Why It Matters

The appointment of a new CFO is a significant leadership change that can impact financial strategy and investor confidence. The substantial RSU grant signals a commitment to retaining key talent.

Risk Assessment

Risk Level: medium — Changes in key executive positions like CFO can introduce uncertainty regarding future financial strategies and performance.

Key Numbers

• $475,000 — CFO Base Salary (Annual compensation for Michael A. Zito.)
• $1,000,000 — CFO RSU Grant (Value of restricted stock units awarded to Michael A. Zito.)
• 60% — CFO Target Bonus (Potential annual bonus for Michael A. Zito.)

Key Players & Entities

• Fortrea Holdings Inc. (company) — The company filing the report.
• Michael A. Zito (person) — Newly appointed Chief Financial Officer.
• $475,000 (dollar_amount) — Annual base salary for the new CFO.
• 60% (dollar_amount) — Target annual bonus percentage for the new CFO.
• $1,000,000 (dollar_amount) — Value of the one-time restricted stock unit grant for the new CFO.
• May 14, 2024 (date) — Date of the earliest event reported.
• May 13, 2024 (date) — Effective date of the new CFO's appointment.

FAQ

Key Financial Figures

• $0.001 — ange on which registered Common Stock, $0.001 par value FTRE The NASDAQ Stock Market

Filing Documents

• ftre-20240514.htm (8-K) — 48KB
• ex991machellesandersappoin.htm (EX-99.1) — 8KB
• fortrealogo.gif (GRAPHIC) — 3KB
• 0001965040-24-000024.txt ( ) — 186KB
• ftre-20240514.xsd (EX-101.SCH) — 2KB
• ftre-20240514_lab.xml (EX-101.LAB) — 21KB
• ftre-20240514_pre.xml (EX-101.PRE) — 12KB
• ftre-20240514_htm.xml (XML) — 3KB

07 Submission of Matters to a Vote of Security Holders

Item 5.07 Submission of Matters to a Vote of Security Holders. On May 14, 2024, the Company held its 2024 Annual Meeting of Stockholders (the "Annual Meeting"). As of March 20, 2024, the record date for the Annual Meeting, there were 89,374,032 shares of the Company's common stock outstanding and entitled to vote at the Annual Meeting. Of these shares, 84,560,430 were present or represented by proxy, which constituted a quorum for the transaction of business at the Annual Meeting. Proxies for the meeting were solicited in accordance with Regulation 14A under the Securities Exchange Act of 1934, as amended. At the Annual Meeting, stockholders voted on the following proposals: Proposal 1: Election of Directors The following nominees were elected to the Board to serve as Class I Directors until the Company's 2027 Annual Meeting of Stockholders based on the following votes: Votes For Votes Against Votes Abstained Broker Non-Votes Edward Pesicka 73,429,206 4,816,629 31,458 6,283,137 David Smith 73,517,789 4,727,558 31,946 6,283,137 Proposal 2: Ratification of Appointment of Independent Registered Public Accounting Firm The appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2024 was ratified based upon the following votes: Votes For Votes Against Votes Abstained Broker Non-Votes 84,385,312 133,412 41,706 0 Proposal 3: Advisory Vote on the Compensation of the Company's Named Executive Officers The proposal to approve, on an advisory basis, the compensation of the Company's Named Executive Officers was approved based upon the following votes: Votes For Votes Against Votes Abstained Broker Non-Votes 71,701,466 6,512,815 63,012 6,283,137 Proposal 4: Advisory Vote on the Frequency of Future Advisory Votes on Executive Compensation The proposal to vote, on an advisory basis, on a frequency of every one year for future advisory votes on

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On May 16, 2024, the Company issued a press release announcing the appointment of Machelle Sanders to the Board. A copy of the press release is furnished as Exhibit 99.1 to this Current Report and is incorporated herein by reference. Pursuant to General Instruction B.2 of Current Report on Form 8-K, the information contained in, or incorporated into, Item 7.01, including the Press Release attached hereto as Exhibit 99.1, is being furnished and shall not be deemed "filed" for the purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any registration statement or other filing under the Securities Act, except as shall be expressly set forth by specific reference to such filing.

01 - Financial Statements and Exhibits

Item 9.01 - Financial Statements and Exhibits (d) Exhibits Exhibit No. Description 99.1 Press Release dated May 16, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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. Fortrea Holdings Inc. By: /s/ Stillman Hanson Name: Stillman Hanson Title: General Counsel and Secretary Date: May 16, 2024

View Full Filing

View this 8-K filing on SEC EDGAR