UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

(Amendment No. )


☒ Filed by the Registrant	☐ Filed by a Party other than the Registrant

Check the appropriate box:
☐	Preliminary Proxy Statement
☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a–6(e)(2))
☒	Definitive Proxy Statement
☐	Definitive Additional Materials
☐	Soliciting Material under §240.14a–12

ROLLINS, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other than the Registrant)


Payment of Filing Fee (Check the appropriate box):
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☐	Fee paid previously with preliminary materials.
☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11

ROLLINS, INC.

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

2170 Piedmont Road, N.E., Atlanta, Georgia 30324

TO THE HOLDERS OF THE COMMON STOCK:

PLEASE TAKE NOTICE that the 2023 Annual Meeting of Stockholders (the “Annual Meeting”) of Rollins, Inc. a Delaware corporation (“Rollins” or the “Company”), will be held at the Company’s corporate office located at 2170 Piedmont Road, NE, Atlanta, Georgia, 30324, on Tuesday, April 25, 2023, at 12:30 P.M. for the following purposes, as more fully described in the proxy statement accompanying this notice:

To elect one Class II and four Class I director nominees to serve as directors of the Company until our 2024 and 2026 annual meeting of stockholders, respectively, or until their successors are duly elected and qualified;

To hold an advisory (non-binding) vote to approve the compensation of the Company’s named executive officers;

To hold an advisory (non-binding) vote on the frequency of future stockholder advisory votes to approve the compensation paid to the Company’s named executive officers; and

To consider and act upon such other business as may properly come before the Annual Meeting or any adjournment of the meeting.

The Proxy Statement dated March 15, 2023 is attached.

The Board of Directors has fixed the close of business on March 1, 2023 as the record date for the determination of stockholders entitled to notice of, and to vote at, the Annual Meeting or any adjournment thereof.

As permitted by the U.S. Securities and Exchange Commission (the “SEC”) rules, the Company is making the proxy materials relating to the Annual Meeting, including this Proxy Statement and the Company’s 2022 Annual Report on Form 10-K for the fiscal year ended December 31, 2022 (the “Annual Report”), available to our stockholders electronically via the internet. On or about March 15, 2023, we mailed to our stockholders an Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be held on April 25, 2023 (the “Notice”) containing instructions on how to access this Proxy Statement and our Annual Report and vote online. If you received a Notice by mail, you will not receive a printed copy of the proxy materials in the mail unless you request a copy. The Notice instructs you on how to access and review all important information contained in the Proxy Statement and Annual Report. The Notice also instructs you on how you may submit your proxy over the internet. If you received a Notice by mail and would like to receive a printed copy of our proxy materials, you should follow the instructions for requesting such materials contained in the Notice.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of the Stockholders to be held on April 25, 2023: The Proxy Statement and Annual Report are available at http://www.viewproxy.com/ROL/2023.

We encourage you to take advantage of the availability of the proxy materials on the internet in order to help lower the costs of delivery and reduce the Company’s environmental impact.

	BY ORDER OF THE BOARD OF DIRECTORS


	Elizabeth B. Chandler
	Secretary
Atlanta, Georgia
March 15, 2023

Whether or not you expect to attend the annual meeting, please sign, date and return the enclosed proxy card promptly. Alternatively, you may give a proxy by telephone or over the internet by following the instructions on your proxy card or Notice. If you decide to attend the meeting, you may, if you wish, revoke the proxy and vote your shares in person.

Letter from our Executive Chairman of the Board

To our Stockholders,

On behalf of the Board of Directors, we are pleased to share that we will hold our 2023 Annual Meeting of Stockholders on Tuesday April 25th, 2023, at 12:30 P.M.

Thanks to our team members around the globe, we had another year of tremendous growth and solid financial results in 2022. Our operations performed well, and we had impressive growth in every business line. The strength of our brands enabled customers to select, retain and expand our services at very high levels. Living up to our brand promises is the hallmark of the longevity and sustainable business model that we have built at Rollins.

2023 Chief Executive Officer Succession

In December 2022, pursuant to the previously announced 2023 CEO Succession Plan, the Board of Directors elected Jerry E. Gahlhoff, Jr. to serve as the Chief Executive Officer of the Company, in addition to his role as President, effective January 1, 2023. This transition led to our reconsideration of separating the Board Chairman and Chief Executive Officer roles, which is described in more detail under the section titled “Board Leadership Structure” on page 7. Jerry, who was previously elected to serve as a member of our Board of Directors in 2021, is an exceptional leader, with great vision and a deep understanding of our industry and our customers.

Updated Mission and Core Values

The complexity of our business continues to rise as we acquire more companies and expand our global footprint. As Rollins has evolved over the years to becoming a parent company to many strong brands, we have updated our mission and approach for supporting our acquired companies so that we can drive and sustain our performance and leverage best practices within our portfolio of brands. In 2022, we clarified our mission to enable us to optimize how we guide, govern, and support our rapidly growing company. Our new mission includes the following five core values: Continuous Improvement, Do the Right Thing, Service, Accountability and Collaboration. We believe these core values will help guide our actions as a parent company, and better position us to support our entire portfolio of brands.

Continued Commitment to Workplace Inclusion

Our Company’s greatest asset is our people. We are proud to continuously execute on our long-standing commitment to attract the best talent, provide best-in-class training, promote from within our Company, and create a nurturing and inclusive work environment for all employees. In 2022, we continued to reinforce our Workplace Inclusion efforts, an initiative that has become integral to our long-term strategy and has been incorporated into the fabric of our organization. We make it a priority to promote and create a diverse, equitable and inclusive workplace every day and with everything that we do. We strongly believe our efforts result in higher levels of satisfaction and engagement, stronger team member retention, higher productivity, and a heightened sense of belonging.

Moving Forward

I am optimistic about our future and what we can accomplish together in 2023. On behalf of our Board of Directors and our employees around the world, we want to thank you for your continued support and investment in Rollins, Inc. We are excited for the future and our ability to deliver long-term shareholder returns.

Gary W. Rollins

Executive Chairman of the Board

PROXY STATEMENT

We are furnishing the proxy materials to stockholders on or about March 15, 2023. The Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be held on April 25, 2023, Proxy Statement and the Annual Report are available at http://www.viewproxy.com/ROL/2023.

The following information concerning the proxy and the matters to be acted upon at the Annual Meeting of Stockholders to be held on April 25, 2023, is submitted by the Company to the stockholders in connection with the solicitation of proxies on behalf of the Company’s Board of Directors.

SOLICITATION OF AND POWER TO REVOKE PROXY

A form of proxy is enclosed. Each proxy submitted will be voted as directed, but if not otherwise specified, proxies solicited by the Board of Directors of the Company will be voted in favor of the candidates for election to the Board of Directors, in favor of the advisory (non-binding) vote to approve the compensation of the Company’s named executive officers and in favor of the frequency of such advisory (non-binding) votes to be held every three years. We have designated Gary W. Rollins and John F. Wilson, the Company’s Executive Chairman and Vice-Chairman, respectively, as proxies for the 2023 Annual Meeting of Stockholders.

A stockholder executing and delivering a proxy has the power to revoke the same and the authority thereby given at any time prior to the exercise of such authority, if they so elect, by contacting either proxy holder, by timely submitting a later dated proxy changing their vote, or by attending the meeting and voting in person. However, a beneficial stockholder who holds their shares in street name must secure a proxy from their broker before they can attend the meeting and vote. All costs of solicitation have been, and will be, borne by the Company.

HOUSEHOLDING AND DELIVERY OF NOTICE OR PROXY MATERIALS

The Company has adopted the process called “householding” for any notice or proxy materials in order to reduce printing costs and postage fees. Householding means that stockholders who share the same last name and address will receive only one copy of the notice or proxy materials, unless we receive contrary instructions from any stockholder at that address.

If you prefer to receive multiple copies of the proxy material at the same address, additional copies will be provided to you promptly upon written or oral request. If you are a stockholder of record, you may contact us by writing to the Company at 2170 Piedmont Rd., NE, Atlanta, GA 30324 or by calling 404-888-2000. Eligible stockholders of record receiving multiple copies of the proxy materials can request householding by contacting the Company in the same manner.

CAPITAL STOCK

The outstanding capital stock of the Company on March 1, 2023 consisted of 492,744,242 shares of Common Stock, par value $1.00 per share. Holders of Common Stock are entitled to one vote (noncumulative) for each share of such stock registered in their respective names at the close of business on March 1, 2023, the record date for determining stockholders entitled to notice of and to vote at the meeting or any adjournment thereof.

MATTERS TO BE VOTED ON AND VOTES NEEDED FOR APPROVAL

A majority of the outstanding shares will constitute a quorum at the Annual Meeting. Abstentions and “broker non-votes” will be counted for purposes of determining the presence or absence of a quorum for the transaction of business. If you are a beneficial owner of shares held in street name and do not provide the organization that holds your shares with specific voting instructions, under the rules of various national and regional securities exchanges, the organization that holds your shares may generally vote on “routine” matters but cannot vote on “non-routine” matters. If the organization that holds your shares does not receive instructions from you on how to vote your shares on a “non-routine” matter, the organization that holds your shares will inform the inspector of election that it does not have the authority to vote on this matter with respect to your shares. The situation in which a broker is able to vote on some matters at a meeting but not others is generally referred to as a “broker non-vote” with respect to those matters on which the broker cannot vote. Each proposal listed below is a matter considered “non-routine” under applicable rules. Therefore, there will be no broker non-votes with respect to any proposal below. In accordance with the General Corporation Law of the state of Delaware, the following votes are needed for approval of each proposal:


PROPOSAL		VOTE NEEDED FOR APPROVAL AND EFFECT OF ABSTENTION AND BROKER NON-VOTES
Proposal No. 1: The election of one Class II and four Class I director nominees to serve as directors of the Company until our 2024 and 2026 annual meeting of stockholders, respectively, or until their successors are duly elected and qualified.		The election of the director nominees named herein will require the affirmative vote of a plurality of the votes cast by the shares of Company Common Stock entitled to vote in the election, provided that a quorum is present at the Annual Meeting. In the case of a plurality vote requirement (as in the election of directors), where no particular percentage vote is required, the outcome is solely a matter of comparing the number of votes cast for each nominee, with those nominees receiving the most votes being elected, and hence only votes for director nominees (and not abstentions or broker non-votes, as described above) are relevant to the outcome. In this case, the Class I nominee receiving the most votes and the four Class II nominees receiving the most votes will be elected.
Proposal No. 2: Advisory (non-binding) vote to approve the compensation of the Company’s named executive officers.		The affirmative vote of a majority of shares present in person or represented by proxy and entitled to vote at the meeting is required to approve the advisory (non-binding) vote on the compensation of the Company’s named executive officers. Abstentions will have the effect of a vote against this proposal. As described above, there will be no broker non-votes with respect to this proposal. However, because this proposal is an advisory (non-binding) vote, the result will not be binding on our Board of Directors or the Company.

Proposal No. 3:

Advisory (non-binding) vote on the frequency of future advisory stockholder votes to approve executive compensation

The affirmative vote of a plurality of the votes cast by the shares of Company Common Stock entitled to vote at the meeting is required on the proposal on whether an advisory (non-binding) vote on executive compensation should be held every one, two or three years, meaning that the option that receives the highest number of favorable votes will be considered to represent the non-binding preference of stockholders for the frequency of future advisory votes on executive compensation.

Abstentions will have the effect of a vote against this proposal.

As described above, there will be no broker non-votes with respect to this proposal. However, because this proposal is an advisory (non-binding) vote, the result will not be binding on our Board of Directors or the Company.

There are no rights of appraisal or similar dissenter’s rights with respect to any matter to be acted upon pursuant to this Proxy Statement. It is expected that shares held of record and beneficially by officers and directors of the Company, which in the aggregate represent approximately 4.70 percent of the outstanding shares of Common Stock as of the record date, will be voted for the director nominees, for the approval, on an advisory (non-binding) basis, of the compensation of the Company’s named executive officers, and for a frequency of every three years for future advisory (non-binding) votes on executive compensation.

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

Board Leadership Structure

The Rollins’ Board of Directors (the “Board”) is led by the Executive Chairman of the Board, with each of the Board committees being led by a Committee Chairperson. In January 2023, the roles of Executive Chairman of the Company’s Board and Chief Executive Officer were split during a transition of leadership. As a result, Gary W. Rollins serves as the Executive Chairman of the Board and Jerry E. Gahlhoff, Jr. serves as President and Chief Executive Officer of the Company. The current separation of the Executive Chairman and Chief Executive Officer roles allows the Chief Executive Officer to focus his time and energy on operating and managing the Company while leveraging the experience and perspectives of the Executive Chairman.

In order to continue to drive a high performing Board, the Company has continued to elect a Lead Independent Director who is responsible for identifying issues for the Board to consider and ensuring that all issues are properly addressed, with all directors being heard. Jerry W. Nix continues to serve as the Lead Independent Director of the Board.

The Board believes the current leadership structure consisting of a separate Executive Chairman, Chief Executive Officer and Lead Independent Director represents the appropriate structure for the Company at this time. The specific responsibilities of the Executive Chairman, Chief Executive Officer and Lead Independent Director are outlined in the table below:

Executive Chairman of the Board	● Sets the agendas for Board meetings in consultation with the CEO, Corporate Secretary, and other members of the Board. ● Presides over all Board meetings and the Annual Meeting of Stockholders. ● Sees that all orders and resolutions of the Board are carried into effect.
Chief Executive Officer	● Sets the operational leadership and strategic direction of the Company. ● Sets the day-to-day leadership and performance of the Company.
Lead Independent Director	● Serves as the liaison between the Executive Chairman, the Chief Executive Officer and the independent directors. ● Sets the agendas for, and presides over, the executive sessions of the non-employee and independent directors. ● Consults with the Executive Chairman and the Chief Executive Officer regarding information sent to the Board in connection with Board meetings. ● Being available, if requested by the stockholders, when appropriate, for consultation and direct communication.

Role of the Board

The Company’s business affairs are managed under the direction of the Board, which is currently composed of ten members. The Board oversees the Company’s Chief Executive Officer and other senior management in the competent and ethical operation of the Company and assures that the long-term interests of the stockholders are being served. In conducting this oversight responsibility, the Board receives regular reports from the Chief Executive Officer and other members of the Company’s senior management team.

The Board’s Role in Oversight of Risk Management

“Risk” is an extremely broad concept that extends to multiple functional areas and crosses multiple disciplines. As such, risk may be addressed, from time to time, by the full Board or by one or more of the Committees of the Board as described more below. The Company maintains an Enterprise Risk Management (“ERM”) program that identifies, monitors and mitigates the Company’s critical enterprise risks. The Company’s ERM framework is designed to help the Company’s business leaders understand and prioritize organizational risks and measure how such risks impact the Company’s performance. In conducting its risk assessment process, the Company uses the framework set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). The Audit Committee reviews the prioritization of the Company’s most important risks and the Company’s mitigation actions related to those risks.

Senior management is responsible for identifying and managing material risks that the Company faces. Insurable risks and litigation risks are handled primarily by the legal and risk management departments. Liquidity risk, credit risk and risks associated with our credit facilities and cash management are handled primarily by our finance department, which regularly provides a financial report to the Audit Committee and to the full Board. Operational, business, regulatory and political risks are handled primarily by senior executive management, which regularly provides various operational reports to, among others, the Audit Committee, the Executive Committee and the full Board. Risks related to the Company’s executive compensation programs and practices, and human capital management strategy and policies, including those related to diversity, equity and inclusion, are handled by senior management, which regularly provides reports to the Human Capital Management and Compensation Committee. The Nominating and Corporate Governance Committee receives regular reports from senior management on risks related to the Board and Board committee membership and structure, governance policies and practices, related party transactions, and environmental, social and governance initiatives.

The Board’s Role in Oversight of Cybersecurity Risk Management

Cybersecurity has become a particularly acute area of risk for companies of all sizes and in all industries, including our company. While management is primarily responsible for our cybersecurity program and managing our cybersecurity risks, including our procedures and day-to-day operations, our Audit Committee has oversight responsibility of our cybersecurity risks. The Audit Committee reviews our cybersecurity risks and incidents and any other risks and incidents relevant to our information technology systems controls and security.

The Audit Committee receives regular quarterly reports from our Chief Information Security Officer and also reviews our information technology and cybersecurity risk profile. We use a variety of security products and vendors to protect our information technology infrastructure and data. Our programs continue to adapt and mature as threats continue to evolve. We maintain data encryption, monitoring, loss prevention, data storage, identity/authentication controls, including two-factor authentication tools, anti-malware and anti-virus solutions, and other solutions as appropriate. We also perform penetration tests and cyber simulations to practice our incident response procedures. Our cybersecurity plans are reviewed on an annual basis, and we prioritize new and updated programs as needed to respond to the cybersecurity risks we may face. We train employees on cybersecurity risks, conduct annual tabletop exercises and generate internal phishing campaigns to assess the effectiveness of the training. We also regularly review our privacy policies to ensure compliance with all applicable data privacy regulations.

The Board’s Role in Oversight of Environmental, Social and Governance Matters

The Nominating and Corporate Governance Committee, pursuant to its charter, is formally charged with oversight of our Environmental, Social and Governance (“ESG”) initiatives and strategy. We also have a management-level ESG Oversight Committee that is comprised of diverse representatives from multiple business functions within the organization and led by our General Counsel. The ESG Oversight Committee is responsible for setting our ESG strategy and long-term objectives and providing regular reports to the Nominating and Corporate Governance Committee. The Company has also engaged an independent third-party consultant with diverse perspectives to help us better understand our ESG-related risks and opportunities. Our goal is to prioritize our ESG efforts to drive value for stakeholders and our business. For 2022, the Company focused on prioritizing areas such as safety, workplace inclusion and greenhouse gas emissions. The Company expects to issue its 2022 Sustainability Report later this year highlighting these initiatives.

The Board’s Role in Oversight of Human Capital Management Matters

The Human Capital Management and Compensation Committee, pursuant to its charter, is formally charged with oversight of the Company’s human capital management strategy and policies, including, but not limited to those policies and strategies regarding diversity, equity and inclusion. The Human Capital Management and Compensation Committee receives regular updates from senior management throughout the year on key talent metrics for the overall workforce, including metrics related to diversity and inclusion and also receives regular reports on the Company’s recruiting, training and education, talent acquisition and career development programs.

Director Independence and New York Stock Exchange Requirements

Controlled Company Exemption

We are a “controlled company” because a group that includes our Executive Chairman, Gary W. Rollins, Board member Pam Rollins, and certain persons acting as a group with them (the “Controlling Group”) owns more than 50% of our stock that is entitled to vote in the election of directors. This means that the Controlling Group has the ability to determine the outcome of the election of directors at our annual meetings and to determine the outcome of many significant corporate transactions, many of which only require the approval of a majority of our voting power. Such a concentration of voting power could also have the effect of delaying or preventing a third party from acquiring us at a premium.

We have elected to be treated as a “controlled company” as defined by Section 303A.00 of the New York Stock Exchange (the “NYSE”) Listed Company Manual. This Section provides that a controlled company need not comply with the requirements of Sections 303A.01, 303A.04 and 303A.05 of the NYSE Listed Company Manual. Section 303A.01 requires that listed companies have a majority of independent directors. As a controlled company, this Section does not apply to us. Sections 303A.04 and 303A.05 require that listed companies have a nominating and corporate governance committee and a compensation committee, in each case composed entirely of independent directors, and that each of these committees must have a charter that addresses both the committee’s purpose and responsibilities and the need for an annual performance evaluation by the committee.

Director Independence

Under our Independence Guidelines to be considered independent, a director must be determined to have no material relationship with the Company other than as a director. Under the NYSE Listed Company Manual, no director qualifies as independent unless the Board affirmatively determines that the director has no material relationship with the Company.

A member of the Audit Committee is considered independent as long as he or she (i) does not accept any consulting, advisory, or compensatory fee from the Company, other than as a director or committee member; (ii) is not an affiliated person of the Company or its subsidiaries; and (iii) otherwise meets the independence requirements of the NYSE and the Company’s Independence Guidelines. The Board has affirmatively determined that all members of the Audit Committee are independent under our Independence Guidelines, the NYSE listing standards, the Exchange Act and SEC rules and regulations promulgated thereunder, the heightened standards required for Audit Committee members, and its charter.

Under the charters of our Human Capital Management and Compensation Committee and our Nominating and Corporate Governance Committee, no member of such Committees is required to meet the independence requirements of the NYSE Listing Standards during any period in which the Company is a controlled company (as previously noted above). However, our Board has affirmatively determined that each member of the Nominating and Corporate Governance Committee, the Human Capital Management and Compensation Committee, as well as Dr. Lawley (until his resignation on April 26, 2022) are, or with respect to Dr. Lawley, were “independent” under our Independence Guidelines, the NYSE listing standards, the Exchange Act and SEC rules and regulations promulgated thereunder, and the charters of such committees.

Our Independence Guidelines are posted on our website at www.rollins.com under the section titled “Governance –Governance Documents” and include categorical standards for determining independence in specified situations.

Nonmaterial Relationships

After reviewing all of the relationships between the independent members of the Board, on the one hand, and the Company, on the other hand, the Board determined that all of the relationships fell within the categorical standards for independence set forth in the Independence Guidelines, except as follows:

Susan R. Bell and Patrick J. Gunning retired from Ernst & Young, LLP (EY) as Partners in 2020. EY provided various consulting services to the Company during 2020, 2021 and 2022 relating to foreign tax matters.

Susan R. Bell, Patrick J. Gunning, Jerry W. Nix, and John F. Wilson all serve on the Boards of RPC, Inc. and Marine Products Corporation. Gary W. Rollins also serves on the Board of RPC, Inc. and Marine Products Corporation, and has voting control over these companies. These companies are held by the Controlling Group as defined above.

Donald P. Carson was an executive officer of entities controlled by Gary Rollins and the Rollins family at various times from 2003 to 2022. He is currently a director of two such entities, and has served as such since 2003. From 2018 to 2022 he was a paid consultant to one of these entities.

As required by the Independence Guidelines, the Board unanimously concluded that the above-listed relationships would not affect the independent judgment of the independent directors based on their experience, character and independent means, and therefore do not preclude an independence determination.

Director Criteria and Qualifications

Under Delaware law, there are no statutory criteria or qualifications for directors. The Board has prescribed no criteria or qualifications at this time. The Nominating and Corporate Governance Committee does not have a formal policy with regard to the consideration of director candidates. As such, there is no formal policy relative to diversity, although as noted below, it is one of many factors that the Nominating and Corporate Governance Committee has the discretion to factor into its decision-making. This discretion would extend to how the Nominating and Corporate Governance Committee might define diversity in a particular instance – whether in terms of background, viewpoint, experience, education, race, gender, national origin or other considerations. However, our Nominating and Corporate Governance Committee acts under the guidance of our Corporate Governance Guidelines approved by the Board of Directors and posted on our website at www.rollins.com under the section titled “Governance – Governance Documents.”

Director Selection and Screening Process

The Board believes that it should preserve maximum flexibility in order to select directors with sound judgment and other desirable qualities. Under the Company’s Corporate Governance Guidelines, the Board is responsible for selecting nominees for election to the Board. The Board has delegated the screening process of director nominees for nomination to the Board and service on the committees of the Board to the Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee is responsible for determining the appropriate skills and characteristics required of Board members in the context of the then current make-up of the Board. This determination takes into account all factors which the Nominating and Corporate Governance Committee considers appropriate, such as independence, experience, strength of character, mature judgment, technical skills, diversity, age, and the extent to which the individual would fill a present need on the Board.

Director Onboarding and Continuing Education

New directors are required to participate in an orientation program that includes background materials and meetings with senior management. All directors are encouraged to stay abreast of developing trends applicable to the Company’s business and specific to service as a director. Directors may be expected to participate in continuing educational programs relating to our Company’s business, corporate governance or other issues pertaining to their directorships in order to maintain the necessary level of expertise to perform their responsibilities as directors. The Company also provides all directors with membership in the National Association of Corporate Directors.

Director Candidates Recommended by Stockholders

Our Amended and Restated By-Laws provide that any stockholder entitled to vote for the election of directors may make nominations for the election of directors. Nominations must comply with an advance notice procedure which generally requires, with respect to nominations of directors for election at an annual meeting, that written notice be addressed to:

Corporate Secretary

Rollins Inc.

2170 Piedmont Road, NE

Atlanta, Georgia 30324

Notices with respect to nominations of directors for election at an annual meeting must be received not less than ninety (90) days nor more than one hundred and thirty (130) days prior to the anniversary of the prior year’s annual meeting and shall set forth, among other requirements set forth in detail in the Company’s Amended and Restated By-Laws, the:

●	name of the nominee;

●	age of the nominee;

●	business address of the nominee;

●	residence address of the nominee (if known);

●	the principal occupation or employment of the nominee for the past five years;

●	the nominee’s qualifications;

●	the class or series and number of shares of capital stock of the Company which are owned beneficially or of record by the nominee; and

●	any other information relating to the nominee that would be required to be disclosed in a proxy statement or other filings.

Other requirements related to the notice are contained in our Amended and Restated By-Laws, and stockholders are advised to carefully review those requirements to ensure that nominations comply with the Amended and Restated By-Laws. The Nominating and Corporate Governance Committee will consider nominations from stockholders who satisfy the above notice requirements.

Director Communications

The Company also has a process for interested parties, including stockholders, to send communications to the Board of Directors, Lead Independent Director, any of the Board committees or the non-management directors as a group. Such communications should be addressed as follows:

Mr. Jerry W. Nix, Lead Independent Director

Rollins, Inc.

c/o Corporate Secretary

2170 Piedmont Road, NE

Atlanta, Georgia 30324

The above instructions for communications with the directors are also posted on our website at www.rollins.com under the “Investor Relations – Corporate Governance” section. All communications received from interested parties are forwarded

to the Board. Any communication addressed solely to the Lead Independent Director or the non-management directors will be forwarded directly to the appropriate addressee(s).

Corporate Governance Guidelines

The Board has adopted Corporate Governance Guidelines to formalize and promote better understanding of our policies and procedures. At least annually, the Board reviews these guidelines. A copy of our current Corporate Governance Guidelines may be found on our website at www.rollins.com under the section titled “Governance – Governance Documents.” As required by the rules of the NYSE, our Corporate Governance Guidelines require that our non-management directors meet in at least two regularly scheduled sessions per year without management.

Code of Business Conduct and Ethics

The Company has adopted a Code of Business Conduct and Ethics applicable to all directors, officers and employees generally, as well as a supplemental Code of Business Conduct and Ethics for Directors and Executive Officers and Related Party Transactions Policy applicable to the directors and the principal executive officer, principal financial officer, and the principal accounting officer or controller or person performing similar functions for the Company. Both codes of business conduct are available on our website at www.rollins.com under the section titled “Governance – Governance Documents.”

Committees of the Board of Directors

Our Board has an Audit Committee, Executive Committee, Human Capital Management and Compensation Committee and a Nominating and Corporate Governance Committee, each of which has the composition and the responsibilities described below. Members will serve on these committees until their resignation or until as otherwise determined by our Board. Our Board committees regularly make recommendations and report on their activities to the entire Board. Each committee may obtain advice from internal or external financial, legal, accounting, or other advisors at their discretion. In addition, we have, from time to time, formed a special committee for the purpose of evaluating and approving certain transactions in which other directors of the Company have an interest. During 2022, we had no such committee.

The Board has adopted written charters for the Audit Committee, Human Capital Management and Compensation Committee and the Nominating and Corporate Governance Committee which are all available on our website at www.rollins.com under the section titled “Governance – Governance Documents.”

Audit Committee

Current Members:

Susan R. Bell (Chair)

Patrick J. Gunning

Gregory B. Morrison

Key Responsibilities:

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Appointing the Company’s independent registered public accounting firm to audit the Company’s financial statements.

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Assessing the independence and overseeing the performance of the Company’s independent registered public accounting firm.

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Pre-approving all audit and all permissible non-audit services to be performed by the Company’s independent registered public accounting firm.

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Discussing with the Company’s independent registered public accounting firm all matters required to be discussed under the standards of the Public Company Accounting Oversight Board, and SEC or other regulations.

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Reviewing the Company’s financial statements and critical accounting policies and estimates.

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Reviewing the adequacy and effectiveness of our internal controls and disclosure controls and procedures.

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Assessing the performance of the Company’s internal audit department.

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Reviewing the Company’s insider trading and anti-corruption policies.

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Overseeing procedures for the receipt, retention, and treatment of complaints received by the Company regarding accounting, internal accounting controls, or auditing matters, and the confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters.

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Review and discuss with management, the Company’s disclosures and internal control procedures associated with the Company’s sustainability and ESG reporting.

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Oversight of the Company’s cybersecurity risk management, including reviewing reports and updates received by management on a quarterly and as-needed basis.

The Audit Committee consists of Ms. Bell, and Messrs. Gunning and Morrison. The Board has concluded that (i) Mr. Gunning and Ms. Bell are qualified as “Audit Committee Financial Experts” within the meaning of the rules of the SEC and that they have accounting and related financial management expertise within the meaning of the NYSE listing standards; (ii) all members of the Audit Committee are “Financially Literate” as required under the rules of the NYSE; and (iii) Ms. Bell’s simultaneous service on the audit committees of more than three public companies does not impair her ability to effectively serve on the Company’s Audit Committee. Mr. Nix, who served on the Audit Committee until April 2022, was also considered to be “Financially Literate” and an “Audit Committee Financial Expert.”

Human Capital Management and Compensation Committee

Current Members:

Jerry W. Nix (Chair)

Gregory B. Morrison

Louise S. Sams

Key Responsibilities:

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Reviewing the Company’s executive compensation philosophy and strategy.

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Reviewing and approving the corporate goals and objectives relevant to the compensation of the Company’s CEO and executive officers.

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Evaluating the performance of the Company’s CEO and executive officers.

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Reviewing the compensation of the Company’s non-employee directors for service on the Board and its committees and recommending changes to the Company’s director compensation program as appropriate.

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Determining the stock ownership guidelines for the Company’s CEO, executive officers, and other key executives and monitoring compliance with such guidelines.

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Approving grants of awards under the Company’s equity incentive plans and adopting or modifying policies that govern such plans. The Committee may from time to time, in its discretion, delegate its authority under such plans to another committee of the Board or to one or more directors.

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Retaining an independent Compensation Consultant and overseeing the qualifications, performance, and independence of the Compensation Consultant.

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Overseeing the development and management of the Company’s human capital management strategy and policies, including but not limited to those policies and strategies regarding diversity, equity and inclusion.

Human Capital Management and Compensation Committee Interlocks and Insider Participation

The Human Capital Management and Compensation Committee consists of Messrs. Nix and Morrison and Ms. Sams. Dr. Lawley served on the Human Capital Management and Compensation Committee until his retirement from the Board on April 26, 2022. None of these individuals are or were a current or former officer or employee of the Company or any of its subsidiaries. In addition, none of these individuals had a relationship with the Company since the beginning of fiscal year 2022 that required disclosure by the Company under the SEC rules on transactions with related persons. No executive officer of the Company has served as a director or member of the compensation committee or other board committee of another entity that had an executive officer who served on the Company’s Board or Human Capital Management and Compensation Committee.

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Nominating and Corporate Governance Committee

Current Members:

Jerry W. Nix (Chair)

Donald P. Carson

Louise S. Sams

Key Responsibilities:

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Determining the appropriate qualifications required of the members of the Board.

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Recommending Board committee chairs and assignments.

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Recommending to our Board, nominees for director and to consider any nominations properly made by a stockholder.

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Making recommendations to our Board regarding the agenda for our annual stockholders’ meetings and with respect to appropriate action to be taken in response to any stockholder proposals.

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Conducting periodic reviews of the composition and size of the Board and its committees, as well as the frequency and procedures of Board meetings.

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Overseeing compliance with key corporate governance policies, including the company’s Corporate Governance Guidelines and Independence Guidelines.

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Review and approval of related party transactions.

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Reviewing and monitoring the Company’s ESG practices, policies, programs and public disclosures. From time to time as it deems appropriate, the Committee may request that other committees of the Board take steps to assist the Committee in performing its monitoring responsibilities with regard to certain aspects of the Company’s ESG program.

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Reviewing and assessing the adequacy of the Company’s Code of Business Conduct and Ethics.

Board and Board Committee Meetings

Under our Corporate Governance Guidelines, directors are expected to attend all regular and special meetings of the Board and Board committees upon which they serve. Directors are also expected to attend the Annual Stockholders Meeting. Each incumbent director attended at least 75 percent of the aggregate of the Board meetings held in 2022 and the meetings of the committees on which they served during 2022, and all members of the Board at that time attended last year’s Annual Stockholders Meeting.

The following table shows the current membership (“M”) and chairperson (“C”) of the Board and each of the Board committees, the number of Board and Board committee meetings held in 2022 and actions taken by unanimous written consent in lieu of meetings:


				Human Capital	Nominating and
				Management and	Corporate
	Board of		Executive	Compensation	Governance
Name	Directors	Audit Committee	Committee	Committee	Committee
Gary W. Rollins	C		C
Susan R. Bell	M	C
Donald P. Carson	M				M
Jerry E. Gahlhoff, Jr.	M
Patrick J. Gunning	M	M
Thomas J. Lawley, MD⁽¹⁾	M			M	M
Gregory B. Morrison	M	M		M
Jerry W. Nix	M		M	C	C
Pamela R. Rollins	M

SEC Form DEF 14A filed by Rollins Inc.