[LOGO]
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 2004 Annual Meeting of Stockholders of Rollins,
Inc., a Delaware corporation (the "Company"), will be held at the Company's
offices located at 2170 Piedmont Road, N.E., Atlanta, Georgia on Tuesday, April
27, 2004, at 1:30 P.M., or any adjournment thereof, for the following purposes:
(a) To elect two Class III directors to the Board of Directors;
(b) To transact such other business as may properly come before the meeting
or any adjournment thereof.
The Proxy Statement dated March 19, 2004, is attached.
The Board of Directors has fixed the close of business on March 5, 2004, as
the record date for the determination of stockholders entitled to notice of, and
to vote at, the meeting.
Stockholders who do not expect to be present at the meeting are urged to
complete, date, sign, and return the enclosed proxy. No postage is required if
the enclosed envelope is used and mailed in the United States.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Michael W. Knottek
--------------------------------------
Michael W. Knottek, Secretary
Atlanta, Georgia
March 19, 2004
PROXY STATEMENT
This Proxy Statement and a form of proxy were first mailed to stockholders
on or about March 26, 2004. The following information concerning the enclosed
proxy and the matters to be acted upon at the Annual Meeting of Stockholders to
be held on April 27, 2004, is submitted by the Company to the stockholders for
their information.
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.
A stockholder executing and delivering a proxy has power to revoke the same
and the authority thereby given at any time prior to the exercise of such
authority, if he so elects, by contacting either proxy holder.
CAPITAL STOCK
The outstanding capital stock of the Company on March 5, 2004 consisted of
45,361,408 shares of Common Stock, par value $1.00 per share. Holders of Common
Stock are entitled to one vote (non-cumulative) for each share of such stock
registered in their respective names at the close of business on March 5, 2004,
the record date for determining stockholders entitled to notice of and to vote
at the meeting or any adjournment thereof.
A majority of the outstanding shares will constitute a quorum at the Annual
Meeting. Abstentions will be counted for purposes of determining the presence or
absence of a quorum for the transaction of business. Because the only currently
scheduled item to be acted on at the meeting is the election of directors, there
will be no broker non-votes.. In accordance with General Corporation Law of the
state of Delaware, the election of the nominees named herein as Directors 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) are relevant to the
outcome. Abstentions will have the effect of a vote against the proposal and
broker non-votes will be disregarded and will have no effect on the outcome of
the vote.
The names of the executives named in the Summary Compensation Table and the
name and address of each stockholder who owned beneficially five percent (5%) or
more of the shares of Common Stock of the Company on March 5, 2004, together
with the number of shares owned by each such person and the percentage of
outstanding shares that ownership represents, and information as to Common Stock
ownership of the executive officers and directors of the Company as a group
(according to information received by the Company) is set out below:
Amount Percent of
Beneficially Outstanding
Name and Address of Beneficial Owner Owned (1) Shares
-------------------------------------------------------------------------------------------------------------------------
R. Randall Rollins.................................................................... 22,305,109 (2) 49.1
Chairman of the Board
2170 Piedmont Road, N.E.
Atlanta, Georgia
Gary W. Rollins....................................................................... 23,012,486 (3) 50.5
Chief Executive Officer, President
and Chief Operating Officer
2170 Piedmont Road, N.E.
Atlanta, Georgia
Mario Gabelli......................................................................... 5,931,225 (4) 13.1
One Corporate Center
Rye, New York 10020
2
Amount Percent of
Beneficially Outstanding
Name and Address of Beneficial Owner Owned (1) Shares
-------------------------------------------------------------------------------------------------------------------------
Michael W. Knottek.................................................................... 1,595,558 (5) 3.5
Senior Vice President and Secretary
Harry J. Cynkus....................................................................... 505,064 (6) 1.1
Chief Financial Officer and Treasurer
Glen Rollins.......................................................................... 393,765 (7) 0.9
Vice President
All Directors and Executive Officers as a group (9 persons)........................... 26,166,405 (8) 57.0
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(1) Except as otherwise noted, the nature of the beneficial ownership for all
shares is sole voting and investment power.
(2) Includes 22,018 shares of the Company held as Trustee, Guardian, or
Custodian for his children. Also includes 928,050 shares of the Company
held in three trusts of which he is a Co-Trustee and as to which he shares
voting and investment power. Does not include 94,354* shares of the Company
held by his wife. Also includes 21,231,277 shares owned by RFPS Management
Company I, Limited Partnership. The general partner of RFPS is RFA
Management Company, LLC, a Georgia limited liability company, managed by
LOR, Inc. Mr. Rollins is an officer and director of LOR, Inc. Mr. R.
Randall Rollins and Mr. Gary W. Rollins have voting control of LOR, Inc.
Also includes 142 shares of 401(k) stock. Also includes options to purchase
90,000 shares, which are currently exercisable or will become exercisable
within 60 days of the date hereof. This excludes options to purchase 60,000
shares that are not currently exercisable and will not become exercisable
within 60 days of the date hereof.
(3) Includes 928,050 shares of the Company in three trusts of which he is
Co-Trustee and as to which he shares voting and investment power. Does not
include 106,439* shares of the Company held by his wife. Also includes
21,231,277 shares owned by RFPS Management Company I, Limited Partnership.
The general partner of RFPS is RFA Management Company, LLC, a Georgia
limited liability company, managed by LOR, Inc. Mr. Rollins is an officer
and director of LOR, Inc. Mr. R. Randall Rollins and Mr. Gary W. Rollins
have voting control of LOR, Inc. Also includes 23,208 shares of 401(k)
stock. Also includes options to purchase 180,000 shares, which are
currently exercisable or will become exercisable within 60 days of the date
hereof. Excludes options to purchase 120,000 shares that are not currently
exercisable and will not become exercisable within 60 days of the date
hereof.
(4) Based upon information received by the Company, an aggregate of 5,931,225
shares of Company Common Stock are beneficially owned by Mario Gabelli and
entities controlled directly or indirectly by Mario Gabelli as follows:
GAMCO Investors, Inc., 3,974,675 shares; Gabelli Funds, L.L.C., 1,950,550
shares; and Mr. Mario Gabelli, 6,000 shares. GAMCO Investors, Inc. does not
have authority to vote 197,550 shares of the total 3,974,675 held. Several
of these entities share voting and disposition powers with respect to the
shares of Company Common Stock held by them.
(5) Includes options to purchase 130,645 shares, which are currently
exercisable or will become exercisable within 60 days of the date hereof.
Also includes 1,444,859 shares held by the Rollins 401(k) Plan as to which
Mr. Knottek has voting power, including 1,558 shares, which he also has a
pecuniary interest. Excludes options to purchase 34,500 shares that are not
currently exercisable and will not become exercisable within 60 days of the
date hereof.
(6) Includes options to purchase 36,950 shares, which are currently exercisable
or will become exercisable within 60 days of the date hereof. Includes
454,050 shares held by the Rollins Pension Plan as to which Mr. Cynkus has
voting power. Also includes 991 shares of 401(k) stock and 73 shares of
common stock in the Dividend Reinvestment Plan. Excludes options to
purchase 18,000 shares that are not currently exercisable and will not
become exercisable within 60 days of the date hereof.
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(7) Includes 72,584 shares of the Company held as Custodian/Guardian for his
minor children. Includes options to purchase 89,400 shares, which are
currently exercisable or will become exercisable within 60 days of the date
hereof. Does not include 18,301* shares of the Company held by his wife.
Also includes 9,206 shares of 401(k) stock and 255 Purchase Plan shares.
Excludes options to purchase 62,850 shares that are not currently
exercisable and will not become exercisable within 60 days of the date
hereof.
(8) Shares held in trusts as to which more than one officer and/or director are
Co-Trustees have been included only once.
* Mr. R. Randall Rollins, Mr. Gary W. Rollins, and Mr. Glen Rollins disclaim
any beneficial interest in these holdings.
ELECTION OF DIRECTORS
At the Annual Meeting, Mr. Wilton Looney and Mr. Bill J. Dismuke will be
nominated to serve as Class III directors for a term of three years, and until
the election and qualification of their successors. Four other individuals serve
as directors but are not standing for re-election because their terms as
directors extend past this Annual Meeting pursuant to provisions of the
Company's Bylaws, which provide for the election of directors for staggered
terms, with each director serving a three year term. Unless authority is
withheld, the proxy holders will vote for the election of each nominee named
below as a director. Although Management does not contemplate the possibility,
in the event any nominee is not a candidate or is unable to serve as director at
the time of the election, unless authority is withheld, the proxies will be
voted for any nominee who shall be designated by the present Board of Directors
and screened by the Nominating and Governance Committee to fill such vacancy.
The name and age of each of the two nominees, their principal occupations,
together with the number of shares of Common Stock beneficially owned, directly
or indirectly, by each nominee and the percentage of outstanding shares that
ownership represents, all as of the close of business March 5, 2004, (according
to information received by the Company) are set out below. Similar information
is also provided for those directors whose terms expire in future years.
Shares Percent of
Service as of Common Outstanding
Name Principal Occupation (1) Director Age Stock (2) Shares
------------------------------------------------------------------------------------------------------------------------------------
Class I
(Term Expires 2005)
R. Randall Rollins (3)............ Chairman of the Board of the 1968 to date 72 22,305,109 (4) 49.1
Company; and Chairman of the
Board of RPC, Inc. (oil and gas
field services); and Chairman of
the Board of Marine Products
Corporation (boat manufacturing)
James B. Williams................. Chairman of the Executive 1978 to date 70 30,000 *
Committee of SunTrust Banks, Inc.
(bank holding company) since
1998; and Chairman of the Board
and Chief Executive Officer of
SunTrust Banks, Inc. from 1991 to
1998
4
Shares Percent of
Service as of Common Outstanding
Name Principal Occupation (1) Director Age Stock (2) Shares
------------------------------------------------------------------------------------------------------------------------------------
Class II
(Term Expires 2006)
Gary W. Rollins (3)............... Chief Executive Officer, 1981 to date 59 23,012,486 (5) 50.5
President and Chief Operating
Officer of the Company
Henry B. Tippie................... Chairman of the Board and Chief 1960 to 1970; 77 515,700 (6) 1.1
Executive Officer of Tippie 1974 to date
Services, Inc. (management
services); Chairman of the Board
of Dover Downs Gaming and
Entertainment, Inc. (operator of
multi- purpose gaming and
entertainment complex) since
January 2002; and Chairman of the
Board of Dover Motorsports, Inc.
(operator of motorsports tracks)
Class III
(Term Expires 2007)
Wilton Looney..................... Honorary Chairman of the Board of 1975 to date 84 2,250 *
Genuine Parts Company (automotive
parts distributor)
Bill J. Dismuke................... Retired President of Edwards 1984 to date 67 1,350 *
Baking Company (manufacturer of
baked pies and pie pieces)
------------------------------
(1) Except as noted, each of the Directors has held the positions of
responsibility set out in this column (but not necessarily his present
title) for more than five years. In addition to the directorships listed in
this column, the following individuals also serve on the Boards of
Directors of the following companies: James B. Williams: The Coca-Cola
Company, Genuine Parts Company, and Georgia-Pacific Corp.; R. Randall
Rollins: SunTrust Banks, Inc., SunTrust Banks of Georgia, Dover
Motorsports, Inc. and Dover Downs Gaming and Entertainment, Inc. All
persons named in the above table, other than Bill J. Dismuke, are also
directors of RPC, Inc. and Marine Products Corporation.
(2) Except as otherwise noted, the nature of the beneficial ownership for all
shares is sole voting and investment power.
(3) R. Randall Rollins and Gary W. Rollins are brothers.
(4) See information contained in footnote (2) to the table appearing in Capital
Stock section.
(5) See information contained in footnote (3) to the table appearing in Capital
Stock section.
(6) Includes 35,550** shares of Common Stock of the Company held by a trust of
which he is Co-Trustee and as to which he shares voting and investment
power and 150 shares held in a wholly owned corporation as to which shares
he has beneficial interest. Does not include shares of Common Stock of the
Company owned by Rollins Holding Company, an interest in which is
indirectly held by a trust of which Mr. Tippie is a Co-Trustee but not a
beneficiary, and 450** shares held by his wife.
* Less than 1% of outstanding shares.
** Mr. Henry B. Tippie disclaims any beneficial interest in these holdings.
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CORPORATE GOVERNANCE AND BOARD OF DIRECTORS
COMPENSATION, COMMITTEES AND MEETINGS
Board Meetings and Compensation
During 2003, non-employee directors received $12,000 from the Company, plus
$1,000 for each meeting of the Board of Directors or committee they attended. In
addition, a non-employee director that served as Chairman of a Committee
received $4,000 for each committee of which he or she was chairman. The Board of
Directors met four times during the fiscal year ended December 31, 2003. No
director attended fewer than 75 percent of the Board meetings and meetings of
committees on which he or she served during 2003. Board members are encouraged
to attend our Annual Stockholder Meetings and all Board members were in
attendance at last year's meeting. The Board of Directors has the following
Committees: Audit Committee, Compensation Committee, Executive Committee,
Nominating and Governance Committee and Diversity Committee.
Audit Committee
The Audit Committee of the Board of Directors of the Company consists of
Henry B. Tippie, (Chairman), Wilton Looney and James B. Williams. The Audit
Committee held five meetings during the fiscal year ended December 31, 2003. The
Board of Directors has determined that all of the members of the Audit Committee
are independent as that term is defined by the rules of the Securities and
Exchange Commission ("SEC") and the New York Stock Exchange ("NYSE"). The Board
of Directors at its meeting on January 27, 2004 has determined that all of the
Audit Committee members are "Audit Committee Financial Expert(s)" as defined in
the SEC rules. Additionally, at the January 27, 2004 Board of Directors meeting,
the Board of Directors has determined that the simultaneous service by Mr. James
B. Williams on the Audit Committees of three other publicly traded companies
does not impair his ability to effectively serve on the Audit Committee of
Rollins, Inc. The Audit Committee meets with the Company's independent public
accountants, internal auditor, Chief Executive Officer and Chief Financial
Officer to review the scope and results of audits and recommendations made with
respect to internal and external accounting controls and specific accounting and
financial reporting issues. The Audit Committee has the authority to obtain
advice and assistance from, and receive appropriate funding from the Company
for, outside legal, accounting or other advisors as it deems necessary to carry
out its duties. On January 27, 2004, the Audit Committee recommended and the
Board of Directors approved changes to the audit committee charter. This charter
is included herein as Appendix A and is also available on the Company's website
at www.rollins.com, under the Governance section.
Compensation Committee
The Compensation Committee of the Board of Directors of the Company
consists of Henry B. Tippie (Chairman), Wilton Looney and James B. Williams. It
held one meeting during the fiscal year ended December 31, 2003. The function of
the Compensation Committee is to set the base salary and cash based incentive
compensation of all of the Named Executives. The Compensation Committee also
administers the Rollins, Inc. Employee Stock Incentive Plan.
Executive Committee
The Executive Committee of the Board of Directors of the Company consists
of R. Randall Rollins and Gary W. Rollins. It held one meeting and took action
twice by unanimous consent during the fiscal year ended December 31, 2003. The
function of the Executive Committee is to take all permitted actions of the
Board in its stead as permitted by the Company's by-laws. The members of the
Executive Committee do not receive any additional compensation for their duties
on the Committee.
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Nominating and Governance Committee
The Nominating and Governance Committee of the Board of Directors of the
Company consists of Henry B. Tippie (Chairman), Wilton Looney and James B.
Williams, each of whom is independent, as discussed above. The Committee was
formed in 2002 pursuant to a resolution passed by the Board of Directors for the
following purposes:
- to recommend to our Board of Directors nominees for director and to
consider any nominations properly made by a stockholder;
- upon request of our Board of Directors, to review and report to the
Board with regard to matters of corporate governance; and
- to make recommendations to our Board of Directors regarding the agenda
for our annual stockholders' meetings and with respect to appropriate
action to be taken in response to any stockholder proposals.
The Nominating and Governance Committee held one meeting during the fiscal
year ended December 31, 2003. The Company is not required by law or by NYSE
rules to have a nominating committee or a compensation committee composed of
independent directors since we are a "controlled corporation" as defined by NYSE
Rule 303A. The Company is a "controlled corporation" because a group that
includes the Company's Chairman of the Board R. Randall Rollins, his brother
Gary W. Rollins who is a director, his nephew Glen Rollins who is Gary W.
Rollins' son and Vice President of Rollins, Inc. and certain companies under
their control, possess in excess of fifty percent of the Company's voting power.
The Board of Directors of the Company established the Nominating and Governance
Committee to promote responsible corporate governance practices and currently
intends to maintain the Committee going forward.
Under Delaware law, there are no statutory criteria or qualifications for
directors. No criteria or qualifications have been prescribed by the Board at
this time. The Nominating and Governance Committee does not have a formal
charter or a formal policy with regard to the consideration of director
candidates, however it acts under the guidance of the corporate governance
guidelines approved by the Board of Directors on January 27, 2004 and posted on
the Company's website at www.rollins.com under the Governance section. The Board
believes that it should preserve maximum flexibility in order to select
directors with sound judgment and other qualities, which are desirable in
corporate governance. According to the Company's corporate governance
guidelines, the Board of Directors will be responsible for selecting its own
members. The Board delegates the screening process involved to the Nominating
and Governance Committee. This 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 should take into
account all factors which the 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. The Company's by-laws provide that nominations for
the election of directors may be made by any stockholder entitled to vote for
the election of directors. Nominations must comply with an advance notice
procedure which generally requires, with respect to nominations for directors
for election at an annual meeting, that written notice be addressed to:
Secretary, Rollins Inc., 2170 Piedmont Road, N.E., Atlanta, Georgia 30324, not
less than ninety days prior to the anniversary of the prior year's annual
meeting and set forth the name, age, business address and, if known, residence
address of the nominee proposed in the notice, 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 person and any other information
relating to the person that would be required to be disclosed in a proxy
statement or other filings. The Committee is responsible for screening the
nominees that are selected by the Board of Directors for nomination to the Board
and for service on committees of the Board. The Company has not received a
recommendation for a director nominee from a shareholder. All of the nominees
for directors being voted upon at the Annual Meeting to be held on April 27,
2004 are directors standing for re-election.
The Company also has a process for interested parties, including
stockholders, to send communications to our Board of Directors. Communications
to the Board of Directors may be sent in the following manner: By corresponding
with The General Counsel, Rollins, Inc., 2170 Piedmont Road, N.E., Atlanta,
Georgia 30324.
7
Instructions for communications with the directors are posted on our website at
www.rollins.com under the Governance section. All communications received from
interested parties are forwarded to the Board of Directors. Any communication
addressed solely to the non-management directors will be forwarded to them.
Diversity Committee
The Diversity Committee of the Board of Directors of the Company consists
of Henry B. Tippie (Chairman), Wilton Looney and James B. Williams. It held one
meeting during the fiscal year ended December 31, 2003. The function of the
Diversity Committee is to monitor compliance with applicable non-discrimination
laws.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
None of the directors named above who serve on the Company's Compensation
Committee are employees of the Company. There are no discloseable Compensation
Committee Interlocks.
REPORTS OF THE AUDIT AND COMPENSATION COMMITTEES
AND PERFORMANCE GRAPH
Notwithstanding anything to the contrary set forth in any of the Company's
filings under the Securities Act of 1933, as amended, or the Securities Exchange
Act of 1934, as amended, that might incorporate other Company filings, including
this Proxy Statement, in whole or in part, the following Report of the Audit
Committee, Report of the Compensation Committee on Executive Compensation and
the Performance Graph included herein shall not be incorporated by reference
into any such filings.
REPORT OF THE AUDIT COMMITTEE
Management is responsible for the Company's internal controls and the
financial reporting process. The Company's independent public accountants are
responsible for performing an independent audit of the Company's consolidated
financial statements in accordance with auditing standards generally accepted in
the United States of America and for issuing a report thereon. The Audit
Committee's responsibility is generally to monitor and oversee these processes,
as described in the Audit Committee Charter. It is not the duty of the Audit
Committee to plan or conduct audits or to determine that the Company's financial
statements are complete and accurate and in accordance with generally accepted
accounting principles; that is the responsibility of management.
In fulfilling its oversight responsibilities with respect to the year ended
December 31, 2003, the Audit Committee:
- Approved the terms of the engagement of Ernst & Young LLP as
independent public accountants of the Company for the year ended
December 31, 2003;
- Reviewed with management and the independent public accountants the
interim financial information included in the Form 10-Q's prior to
their being filed with the SEC. In addition, the Committee reviewed
all earnings releases with management and independent public
accountants prior to their release;
- Reviewed and discussed with the Company's management and the
independent public accountants the audited consolidated financial
statements of the Company as of December 31, 2003 and 2002 and for the
three years then ended. The discussion included matters related to the
conduct of the audit, such as the selection and changes in accounting
policies, significant adjustments arising from the audit and the
absence of any disagreements with management over the application of
accounting principles, the basis for management's accounting estimates
and the disclosures in the financial statements;
- Discussed with the independent public accountants the matters required
to be discussed by Statement on Auditing Standards No. 61,
"Communications with Audit Committees;" and
8
- Received from the independent public accountants the written
disclosures and the letter required by Independence Standards Board
Standard No. 1, "Independence Discussions with Audit Committees," and
has discussed with the public accountants the firm's independence from
the Company.
Based upon the review and discussions referred to above, the Committee
recommended to the Board of Directors that the audited consolidated financial
statements of the Company and subsidiaries as of December 31, 2003 and 2002 and
for the three years then ended, be included in the Company's Annual Report on
Form 10-K for the year ended December 31, 2003 and for filing with the
Securities and Exchange Commission.
In giving its recommendation to the Board of Directors, the Audit Committee
has relied on (i) management's representation that such financial statements
have been prepared with integrity and objectivity and in conformity with
accounting principles generally accepted in the United States of America and
(ii) the report of the Company's independent public accountants with respect to
such financial statements.
Submitted by the Audit Committee of the Board of Directors.
AUDIT COMMITTEE
Henry B. Tippie, Chairman
Wilton Looney
James B. Williams
REPORT OF THE COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION
During fiscal year 2003, the members of the Compensation Committee of the
Board of Directors held responsibility for determining the base salary for all
of the Named Executives, the stock-based incentive plans for all of the Named
Executives as well as the cash incentive plan for all of the Named Executives.
The Compensation Committee is comprised of outside directors who are not
eligible to participate in the Company's compensation plans and over whose names
this report is presented.
The Company is engaged in a highly competitive industry. The actions of the
executive officers have a profound impact on the short-term and long-term
profitability of the Company; therefore, the design of the executive officer
compensation package is very important. In order to retain key employees, the
Company has an executive compensation package that is driven by an increase in
shareholder value, the overall performance of the Company, and the individual
performance of the executive. The measures of the Company's performance include
revenue growth, pretax profit plan achievement, and pretax profit improvement
over the past year.
Pursuant to the above compensation philosophy, the three main components of
the executive compensation package are base salary, an incentive cash plan and
stock-based incentive plans.
The factors subjectively used in determining base salary include the recent
profit performance of the Company, the magnitude of responsibilities, the scope
of the position, individual performance and the pay received by peers in similar
positions in the same geographic area. These factors are not used in any
specific formula or weighting. The salaries of the Named Executives are reviewed
annually. Five Named Executives received raises in 2003 that were based on their
individual performances and overall departmental improvements.
At the Annual Meeting on April 22, 2003, the stockholders approved the
terms relating to incentive cash compensation to be paid to Rollins, Inc.
executive officers pursuant to the incentive cash plan. Executive officers are
entitled to receive bonuses up to 80% of their base salaries, not to exceed a
maximum dollar amount of $2,000,000 per individual per year, upon achievement of
bonus performance goals, which have been preset by the Compensation Committee.
These performance goals must be one or more of the following: Rollins, Inc.
revenue growth, pretax profit plan achievement, and pretax profit improvement
over the prior year. The bonus performance goals for 2003 were pre-established
by the Compensation Committee and ratified by the Board of Directors for all
executive officers. For future years, goals will be set prior to the beginning
of the year. Rollins, Inc. believes that the incentive-related provisions
provide performance incentives that are and will be beneficial to Rollins, Inc.
and its
9
stockholders. This plan will be in place until April 22, 2008. All of the Named
Executives participating in this plan earned a bonus for 2003 as a result of
achievement of pre-established performance goals.
Awards under the Company's stock incentive plans are purely discretionary,
and are not based upon any specific formula and may or may not be granted in any
given fiscal year. When considering the grant of stock options, the Compensation
Committee gives consideration to the overall performance of the Company and the
performance of individual employees. Grants are made under the Company's stock
incentive plans and the plans are administered by non-employee directors within
the meaning of Rule 16b-3 under the Securities Exchange Act of 1934, as amended.
During the fiscal year 2003, one non-Director Named Executive was granted 37,500
Incentive Stock Options. In general, these grants were based upon the scope of
the position and the individual performance of the individual.
The Compensation Committee currently believes that option grants under the
Company's 1998 Employee Stock Incentive Plan will be exempt for purposes of
determining the $1 million deductibility limit of Section 162(m) of the Internal
Revenue Code of 1986, as amended. However, the Committee has evaluated the
future status of the participants in the Company's stock plans and has
determined that certain participants will exceed the $1 million aggregate
compensation limit during future fiscal years. The Committee believes that
awards made under the performance-based incentive compensation plan for 2004 and
later years will qualify for the exemption under Section 162(m) for purposes of
calculating the $1 million deductibility limit.
CEO COMPENSATION
The CEO's compensation is determined by the Compensation Committee. For
fiscal year 2003, the cash compensation for Gary W. Rollins was $1,400,000, of
which $1,000,000 was base salary and $400,000 was a cash incentive bonus paid in
the first quarter of 2004 for 2003. Mr. Rollins received a bonus due to the
achievement of pre-set bonus performance goals, as discussed above. The CEO's
base salary is determined based upon the factors discussed above. The decision
of the Compensation Committee is, however, subjective and is not based upon any
specific formula or guidelines. The CEO does not consult with the Compensation
Committee when his salary is determined. In 2003, no member of the Compensation
Committee participated in any Company incentive program.
COMPENSATION COMMITTEE
Henry B. Tippie, Chairman
Wilton Looney
James B. Williams
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PERFORMANCE GRAPH
As part of the executive compensation information presented in this Proxy
Statement, the SEC requires a five year comparison of the cumulative total
stockholder return based on the performance of the stock of the Company as
compared with both a broad equity market index and an industry or peer group
index. The indices included in the following graph are the S&P 500 Index and the
S&P 500 Commercial Services Index.
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN*
EDGAR PRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
Dollars
12/31/98 12/31/99 12/31/00 12/31/01 12/31/02 12/31/03
Rollins 100.00 86.79 117.38 118.50 152.25 204.22
S&P 500 100.00 121.04 110.02 96.95 75.52 97.18
S&P Comm'l Serv 100.00 76.70 93.44 92.67 91.30 101.95
ASSUMES INITIAL INVESTMENT OF $100
*TOTAL RETURN ASSUMES REINVESTMENT OF DIVIDENDS
NOTE: TOTAL RETURNS BASED ON MARKET CAPITALIZATION
11
EXECUTIVE COMPENSATION
Shown below is information concerning the annual and long-term compensation
for services in all capacities to the Company for the calendar years ended
December 31, 2003, 2002 and 2001, of those persons who were, at December 31,
2003 (i) the chief executive officer and (ii) the other most highly compensated
executive officers of the Company whose total annual compensation exceeded
$100,000 (the "Named Executives"):
SUMMARY COMPENSATION TABLE
Long-Term Compensation Awards
---------------------------------------
Annual Compensation Restricted Securities All Other
---------------------------------- Stock Underlying LTIP Compensation
Name and Principal Position Year Salary Bonus Awards (2) Options (#) Payouts (1)
------------------------------------------------------------------------------------------------------------------------------------
R. Randall Rollins................ 2003 $ 700,000 $280,000 --- --- --- $ 3,600
Chairman of the Board 2002 500,000 200,000 --- 150,000 --- 3,300
2001 450,000 --- --- --- --- 2,500
Gary W. Rollins................... 2003 $1,000,000 $400,000 --- --- --- $ 3,600
Chief Executive Officer, President 2002 900,000 300,000 --- 300,000 --- 3,300
& Chief Operating Officer 2001 850,000 --- --- --- --- 2,400
Michael W. Knottek................ 2003 $ 250,000 $ 84,375 --- --- --- $ 3,600
Senior Vice President 2002 234,250 94,800 $ 50,000 30,000 --- 3,300
and Secretary 2001 223,500 90,400 --- 30,000 --- 2,550
Harry J. Cynkus................... 2003 $ 210,000 $ 70,875 --- --- --- $ 3,600
Chief Financial Officer 2002 195,433 79,200 $ 50,000 30,000 --- 3,300
and Treasurer 2001 184,533 76,120 --- --- --- 2,550
Glen Rollins...................... 2003 $ 315,000 $126,000 --- 37,500 --- $ 3,600
Vice President 2002 213,800 106,900 $ 50,000 30,000 --- 3,300
2001 195,133 69,374 --- 30,000 --- 2,550
------------------------------
(1) The amounts shown in this column represent the Company match for the Named
Executives under the Rollins 401(k) Plan ("401(k) Plan"), a qualified
retirement plan adopted by the Company on October 1, 1983 and designed to
meet the requirements of Section 401(k) of the Internal Revenue Code. The
401(k) Plan provides for a matching contribution (made in the form of
Common Stock of the Company) of thirty cents ($.30) for each one dollar
($1.00) of a participant's contributions to the 401(k) Plan that do not
exceed 6 percent of his or her annual compensation (which includes
commissions, overtime and bonuses). A participant's voluntary pre-tax
salary deferrals made under the 401(k) Plan are in lieu of payment of
compensation to the participant.
(2) At the January 28, 2003 Board Meeting, the Compensation Committee of the
Board of Directors granted to three non-Director Named Executives a $50,000
bonus each for 2002 performance to be paid in Rollins, Inc. Common Stock
less any applicable withholding taxes. On February 28, 2003, each of the
three non-Director Named Executives received 1,719 shares at an average
price of $19.07. Applicable withholding taxes were approximately $17,000
per grant. At December 31, 2003, the value of the 1,719 shares was $38,763
based on the closing price as of December 31, 2003 of $22.55 per share.
12
OPTION/SAR GRANTS IN FISCAL YEAR 2003
During 2003, the Named Executives set forth below received stock options.
No stock options were granted to the other Named Executives. Also, no Named
Executive received any Stock Appreciation Rights during 2003.
Individual Grants
---------------------------
Percent of Potential Realizable
Total Value at Annual Rates
Number of Options Of Stock Price
Securities Granted to Appreciation for
Underlying Employees Exercise Option Term (2)
Options in Fiscal or Base Expiration -------------------------------
Name Granted Year Price ($/Sh) Date 5% ($) 10% ($)
------------------------------------------------------------------------------------------------------------------------------------
Glen Rollins........................ 37,500(1) 8.3% $18.64 1/28/13 $439,597 $1,114,026
------------------------------
(1) These Incentive Stock Options were granted on January 28, 2003 at an
exercise price of $18.64 per share, the market price on the date of grant.
These options vest and become exercisable 20% each year over 5 years and
expire after 10 years.
(2) These amounts, based on assumed appreciation rates of 5% and 10% prescribed
by the Securities and Exchange Commission rules, are not intended to
forecast possible future appreciation, if any, of the Company's stock
price. These numbers do not take into account certain provisions of options
providing for termination of the option following termination of
employment, nontransferability, or phased-in vesting. The Company did not
use an alternative formula for a grant date valuation as it is not aware of
any formula that will determine with reasonable accuracy a present value
based on future unknown or volatile factors. Future compensation resulting
from option grants is based solely on the performance of the Company's
stock price.
AGGREGATED OPTION/SAR EXERCISES IN FISCAL YEAR 2003
AND YEAR-END OPTION/SAR VALUES
Number of
Securities Value of
Underlying Unexercised
Unexercised In-the-Money
Options/SAR's Options/SAR's
At FY-End (#) At FY-End ($) (1)
Shares Acquired Value Exercisable/ Exercisable/
Name On Exercise (#) Realized ($) Unexercisable Unexercisable
------------------------------------------------------------------------------------------------------------------------------------
R. Randall Rollins................... --- $ --- 60,000/90,000 $567,083/$850,625
Gary W. Rollins...................... --- --- 120,000/180,000 1,154,081/1,731,122
Michael W. Knottek................... 11,305 72,069 104,545/60,600 1,066,711/603,979
Harry J. Cynkus...................... 8,250 87,740 31,350/27,600 304,036/276,829
Glen Rollins......................... --- --- 65,100/84,300 665,992/624,364
------------------------------
(1) Based on the closing price of the Company's Common Stock on the New York
Stock Exchange on December 31, 2003 of $22.55 per share.
13
EQUITY COMPENSATION PLAN INFORMATION
The following table sets forth certain information regarding equity
compensation plans as of December 31, 2003.
Number of Securities
Remaining Available for
Number of Securities To Be Weighted Average Exercise Future Issuance Under
Issued Under Exercise of Price of Outstanding Equity Compensation Plans
Outstanding Options, Options, Warrants and (Excluding Securities
Warrants and Rights Rights Reflected in Column (A))
Plan Category (A) (B) (C)
------------------------------------------------------------------------------------------------------------------------------------
Equity compensation plans approved
by Security holders............. 3,020,673 $13.31 943,417
Equity compensation plans not
approved by security holders.... 150,000(1) $12.77 ---
Total............................... 3,170,673 $13.31 943,417
------------------------------
(1) These stock options were granted to Mr. Gary W. Rollins, Chief Executive
Officer of Rollins, Inc., on January 22, 2002. The total amount of the
grant was 300,000, however the Company's 1998 Employee Stock Incentive Plan
under which these options were granted states that no one person may
receive in any one year over 100,000 in options (Mr. Rollins' pre-split
option grant was for 200,000 shares). Therefore, the excess is deemed not
issued under a security holder approved equity compensation plan. Shares
issued upon exercise of these options must be of treasury shares.
BENEFIT PLANS
The Rollins, Inc. Retirement Income Plan is a trusteed defined benefit
pension plan. The amounts shown on the following table are those annual benefits
payable for life on retirement at age 65. The amounts computed in the following
table assume: (a) that the participant remains in the service of the Company
until his normal retirement date at age 65; (b) that the participant's earnings
continue at the same rate as paid in the year ended December 31, 2003 during the
remainder of his service until age 65; (c) that the normal form of benefit is a
single-life annuity; and (d) that the Plan continues without substantial
modification.
PENSION PLAN TABLE
Years of Service
----------------------------------------------------------------------------
Remuneration 15 20 25 30 35 40
----------------------------------------------------------------------------------------------
$ 100,000 18,000 24,000 30,000 36,000 42,000 42,000
200,000 36,000 48,000 60,000 72,000 84,000 84,000
300,000 54,000 72,000 90,000 108,000 126,000 126,000
400,000 72,000 96,000 120,000 144,000 168,000 168,000
500,000 90,000 120,000 150,000 180,000 210,000 210,000
600,000 108,000 144,000 180,000 216,000 252,000 252,000
700,000 126,000 168,000 210,000 252,000 294,000 294,000
800,000 144,000 192,000 240,000 288,000 336,000 336,000
900,000 162,000 216,000 270,000 324,000 378,000 378,000
1,000,000 180,000 240,000 300,000 360,000 420,000 420,000
The above table does not reflect the Plan's offset for Social Security
average earnings, the maximum limit on compensation under Section 401(a)(17) of
the Internal Revenue Code of 1986, as amended (the "Code"), or the maximum
benefit limitations under Section 415 of the Code. The compensation for the
Named Executives is identical to the compensation reflected in the Summary
Compensation Table under the two columns titled "Salary" and "Bonus".
14
Retirement income benefits are based on the average of the employee's
compensation from the Company for the five consecutive complete calendar years
of highest compensation during the last ten consecutive complete calendar years
("final average compensation") immediately preceding the employee's retirement
date or, if earlier, the date of his termination of employment. All employees of
the Company and its subsidiaries (other than employees subject to collective
bargaining agreements) who commenced employment prior to January 1, 2002 are
eligible to participate in the Retirement Income Plan after completing one year
of service (a consecutive 12-month period with 1,000 hours of service). The
benefit formula is 1.2% of final average compensation less 0.6% of final average
FICA earnings, multiplied by years of service (maximum 35 years). However, a
participant's benefits will not be less than the greater of his benefit earned
as of December 31, 2001 or his benefit as of December 31, 2001 multiplied by a
fraction in which the numerator is the final average compensation when the
participant's credited service ends and the denominator is the participant's
final average compensation at December 31, 2001. The Plan also provides reduced
early retirement benefits under certain conditions. In accordance with the Code,
the maximum annual benefit that may be paid to a Retirement Income Plan
beneficiary in 2004 is $165,000. In accordance with the Code (as amended by the
Economic Growth and Tax Relief Reconciliation Act of 2001), the maximum
compensation recognized by the Retirement Income Plan is $205,000 in 2004.
Retirement benefits accrued at the end of any calendar year will not be reduced
by any subsequent changes in the maximum compensation limit.
The current credited years of service for the Named Executives, each of
whom is a participant in the Plan, are: R. Randall Rollins, 20 years; Gary W.
Rollins, 35 years; Michael W. Knottek, 6 years; Harry J. Cynkus, 5 years; and
Glen Rollins, 14 years.
Effective October 1, 1983, the Company adopted a qualified retirement plan
designed to meet the requirements of Section 401(k) of the Code ("401(k) Plan").
The only form of benefit payment under the 401(k) Plan is a single lump-sum
payment equal to the vested balance in the participant's account on the date the
distribution is processed. Under the 401(k) Plan, the full amount of a
participant's vested benefit is payable upon his termination of employment,
retirement, total and permanent disability, or death. While employed, a
participant may withdraw contributions to the extent that certain specified
instances of financial hardship, and may withdraw all or any portion of his
pre-tax account after attaining the age of 59 1/2. In addition, a participant
may withdraw all or any portion of his rollover account at any time and for any
reason. Amounts contributed by the Company to the accounts of Named Executives
for 2003 under this plan are included in the "All Other Compensation" column of
the Summary Compensation Table on Page 12.
INDEPENDENT PUBLIC ACCOUNTANTS
On July 23, 2002 Rollins, Inc. ("Rollins") voted to dismiss its independent
accountants, Arthur Andersen LLP ("Andersen"), and to engage the services of
Ernst & Young LLP ("Ernst & Young") to serve as its new independent accountants,
effective immediately. This determination followed Rollins' decision to seek
proposals from independent accountants to audit Rollins' financial statements
for the fiscal year ending December 31, 2002. The decision to dismiss Andersen
and to engage the services of Ernst & Young was approved by Rollins' Board of
Directors upon the recommendation of its Audit Committee.
During Rollins' two most recent fiscal years ended December 31, 2001 and
2000, and the subsequent interim period through July 23, 2002, there were no
disagreements between Rollins and Andersen on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or
procedure, which disagreements if not resolved to Andersen's satisfaction would
have caused them to make reference to the subject matter of the disagreement in
connection with their reports.
None of the reportable events described under Item 304(a)(1)(v) of
Regulation S-K occurred within Rollins' two most recent fiscal years ended
December 31, 2001 and 2000, or during any subsequent interim period through July
23, 2002.
15
PRINCIPAL AUDITOR FEES AND SERVICES
The audit reports of Andersen on the consolidated financial statements of
Rollins and subsidiaries as of and for the fiscal year ended December 31, 2001
did not contain any adverse opinion or disclaimer of opinion, nor were they
qualified or modified as to uncertainty, audit scope, or accounting principles.
As required under Securities and Exchange Commission regulations, Rollins
provided Andersen with a copy of the foregoing disclosures and requested that
Andersen furnish Rollins with a letter addressed to the Commission stating
whether it agrees with the statements by Rollins in this disclosure and, if not,
stating the respects in which it does not agree. Although reasonable efforts
have been made by Rollins, it has been unable to obtain such a letter from
Andersen.
During Rollins' years ended December 31, 2002 and 2001, and the subsequent
interim period through July 23, 2002, Rollins did not consult with Ernst & Young
with respect to the application of accounting principles to a specified
transaction or regarding any of the matters or events set forth in Item
304(a)(2)(i) and (ii) of Regulation S-K.
Ernst & Young has served as the Company's independent public accountants
since July 24, 2002 for the fiscal years ended December 31, 2003 and 2002. In
addition to performing the audit of the Company's consolidated financial
statements, Ernst & Young provided various other services during 2003 and 2002.
The Audit Committee has appointed Ernst & Young as Rollins, Inc.'s
independent public accountants for the fiscal year ending December 31, 2004.
Representatives of Ernst & Young are expected to be present at the annual
meeting and will have the opportunity to make a statement if they desire to do
so and are expected to be available to respond to appropriate questions.
2003 2002
------------- ------------
Audit Fees (1) $199,762 $161,321
Audit-Related Fees (2) 43,000 ---
Tax Fees (3) 12,923 17,640
All Other Fees --- ---
------------- ------------
Total $255,685 $178,961 *
============= ============
------------------------------
(1) Audit fees represent fees for professional services provided in connection
with the audit of our financial statements and review of our quarterly
financial statements and audit services provided in connection with other
statutory or regulatory filings.
(2) Audit-related fees consisted primarily of accounting consultations
and employee benefit plan audits.
(3) Consists of tax return preparation fees.
* Andersen, the Company's previous independent auditors, were paid the
following for fiscal year 2002: $3,300 for audit fees, $7,615 for all other
fees. Andersen served as the Company's independent auditors from January 1,
2002 thru July 23, 2002.
All of the services described above were approved by the Company's Audit
Committee. The Audit Committee has determined that the payments made to its
independent public accountants for these services are compatible with
maintaining such auditors' independence. All of the hours expended on the
principal accountant's engagement to audit the financial statements of the
Company for the year 2003 and 2002 were attributable to work performed by
full-time, permanent employees of the principal accountant. There are no
pre-approved amounts currently set by the Audit Committee.
16
The Audit Committee is directly responsible for the appointment and
termination (subject, if applicable, to shareholder ratification), compensation,
and oversight of the work of the independent public accountants, including
resolution of disagreements between management and the independent public
accountants regarding financial reporting. The Audit Committee is responsible
for pre-approving all audit and non-audit services provided by the independent
public accountants and ensuring that they are not engaged to perform the
specific non-audit services proscribed by law or regulation. The Audit Committee
has delegated pre-approval authority to its Chairman with the stipulation that
his decision is to be presented to the full Committee at its next scheduled
meeting.
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
At the Company's October 22, 2002 Board of Directors' meeting, the
independent directors of the Board of Directors and the Audit Committee approved
three related party transactions. The Audit Committee and the independent
directors were furnished with full disclosure of the transactions, including
independent appraisals, and determined that the terms of each transaction were
reasonable and fair to the Company. The first approval was the purchase of the
Rollins Training Center on October 31, 2002 for $3.1 million from RTC, LLC, a
company controlled by R. Randall Rollins, Chairman of the Board of Rollins, Inc.
The second approval was the purchase of hand-held computer software development
known as PowerTrak Version 1.0 from RRR Associates, a company controlled by R.
Randall Rollins. The purchase was made during the fourth quarter of 2002 at an
approved purchase price of $250,000. The third approval was a lease agreement
effective July 1, 2002 that expires June 30, 2007 for company real estate in
Okeechobee County, Florida to be leased to Rollins Ranch, a division of LOR,
Inc., a company controlled by R. Randall Rollins and Gary W. Rollins, Chief
Executive Officer, President and Chief Operating Officer of Rollins, Inc. The
annual lease rate on this real estate is $131,939. In the opinion of Management,
these related party transactions were reasonable and fair to the Company and
will not have a material effect on the Company's financial position, results of
operations or liquidity.
At the Company's January 28, 2003 Board of Directors' meeting, the
independent directors of the Board of Directors and the Audit Committee approved
four related party transactions. The Audit Committee and the independent
directors were furnished with full disclosure of the transactions, including
independent appraisals, and determined that the terms of each transaction were
reasonable and fair to the Company and will not have a material effect on the
Company's financial position, results of operations or liquidity. The first
approval was the ratification of the current arrangement between Rollins, Inc.
and LOR, Inc., a company controlled by R. Randall Rollins and Gary W. Rollins,
related to sharing the aviation hangar located at the Dekalb-Peachtree Airport
as well as the usage of a JetStar II, owned by Rollins, Inc., and the Gulfstream
III N30WR, owned by LOR, Inc. The Jetstar II was sold by Rollins, Inc. in
October 2003 and Rollins, Inc. purchased a Gulfstream III N330WR to replace it
in October 2003 (see discussion below). LOR, Inc. leases half of the hangar from
Rollins, Inc. for a total annual lease amount of $14,873. This lease expires on
January 24, 2008. The hangar currently houses three airplanes, two of which are
not owned by Rollins, Inc. and reside on the portion of the hangar leased by
LOR, Inc. All other expenses related to the hangar are also shared equally by
Rollins, Inc. and LOR, Inc. Total expenses for 2003 were approximately $116,000,
which includes rental, utilities, maintenance and repairs, depreciation,
property tax and miscellaneous expense. Pursuant to this arrangement the usage
is billed on a monthly basis. The Jetstar II was charged at a rate of $5,250
before it was sold and the Gulfstream III's are charged at a rate of $12,745
each, per month. These amounts are charged regardless of whether the planes are
used. All expenses related to each respective aircraft are paid for by the owner
of each aircraft, except for fuel. Fuel is paid for by Rollins, Inc. and billed
monthly to the company using the aircraft. Additionally, when Mr. R. Randall
Rollins and Mr. Gary W. Rollins used the JetStar II, prior to its sale, or use
the Gulfstream III N330WR for personal use they are billed for such use at the
rate of $1,000 per hour, which approximates the fuel cost. The total hourly
usage for 2003 was approximately 5.4 hours or $5,400. The Company on occasion
uses the Gulfstream III N30WR and is also billed for its use at a rate of $1,000
per hour, which approximates the fuel cost. The second approval was the
ratification of the arrangement concerning the rental of office space to LOR,
Inc. located at 2170 Piedmont Road, N.E., Atlanta, Georgia 30324. The property
located at 2170 Piedmont Road is owned by Rollins Continental, Inc. a wholly
owned subsidiary of Rollins, Inc. Currently LOR, Inc. occupies approximately 360
square feet of office space in the building located at 2170 Piedmont Road. The
annual rental rate is $3,924. The third approval was the ratification of the
arrangement concerning the rental of office space to LOR, Inc. located at 710
Lakeshore Circle, Atlanta, Georgia 30324. The property located at 710 Lakeshore
Circle is also owned by Rollins Continental, Inc. Currently LOR, Inc. occupies
approximately 3,344 square feet of office space in the building located at 710
Lakeshore Circle. The annual rental rate is $40,800. The fourth approval was the
ratification of the current arrangement related to the payment of fees for the
services of a
17
programmer/analyst that was employed by LOR, Inc. but has become employed by
Rollins, Inc. in the first quarter of 2003. The programmer/analyst is being used
to further develop the PowerTrak Version 1.0 hand-held computer software
purchased in the fourth quarter of 2002 (as discussed in the above paragraph).
The hourly wage paid to LOR, Inc. was $32 per hour, which equated to $66,560 per
year, including overhead. In the opinion of Management, these related party
transactions were reasonable and fair to the Company and will not have a
material effect on the Company's financial position, results of operations or
liquidity.
At the Company's October 28, 2003 Board of Directors' meeting, the
independent directors of the Board of Directors and the Audit Committee approved
an amendment to the arrangements with LOR, Inc. regarding the usage of the
aircrafts, as discussed above, to provide that they would substitute the
Gulfstream III N330WR for the Jetstar II, that was sold, with all other
provisions remaining the same except that the Gulfstream III N330WR is charged
at a rate of $12,745 per month. The decision was based on full disclosure
including independent appraisals. In the opinion of Management, this related
party transaction was reasonable and fair to the Company and will not have a
material effect on the Company's financial position, results of operations or
liquidity.
Employees of Rollins, Inc. confer with employees of LOR, Inc. and RRR
Associates and vice versa. No fees are charged for these services because, in
the opinion of Management, the activity is mutually beneficial and offsetting.
The Company is contemplating the sale of real estate in Okeechobee County,
Florida to LOR, Inc. or an entity wholly owned by LOR, Inc. The real estate is
under a lease agreement, as discussed above. The Company is also contemplating
the sale of two pieces of real estate in Sussex County, Delaware to LOR, Inc. or
an entity wholly owned by LOR, Inc. In addition, the Company is contemplating
the purchase of real estate located at 2158 Piedmont Road, N.E., Atlanta,
Georgia 30324, adjacent to the Company's headquarters, from LOR, Inc. The Board
of Directors, at its quarterly meeting on January 27, 2004, approved the
formation of a committee made up of Messrs. Bill J. Dismuke and James B.
Williams, who are independent directors, to evaluate the transactions. The
Company is currently unable to quantify the dollar amounts involved with respect
to these proposed transactions.
The Committee will be furnished with full disclosure of the transactions,
including independent appraisals, and will only approve each transaction if it
determines that the terms of the transaction are reasonable and fair to the
Company and its stockholders. If the transactions are approved by the Committee,
the transactions are expected to close in the first or second quarter of 2004.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
The Company has completed a review of Forms 3, 4 and 5 and amendments
thereto furnished to the Company by all directors, officers and greater than 10
percent stockholders subject to the provisions of Section 16 of the Securities
Exchange Act of 1934. In addition, the Company has a written representation from
all directors, officers and greater than 10 percent stockholders from whom no
Form 5 was received, indicating that no Form 5 filing was required. Based solely
on this review, the Company believes that all filing requirements of such
persons under Section 16 for the fiscal year ended December 31, 2003 were timely
satisfied.
18
STOCKHOLDER PROPOSALS
Appropriate proposals of stockholders intended to be presented at the
Company's 2005 Annual Meeting of the Stockholders, pursuant to Rule 14a-8
promulgated under the Securities Exchange Act of 1934, as amended, must be
received by the Company by November 19, 2004 for inclusion in its proxy
statement and form of proxy relating to that meeting. With respect to the
Company's annual meeting of the stockholders to be held in 2005, all stockholder
proposals submitted outside the stockholder proposal rules contained in Rule
14a-8 promulgated under the Securities Exchange Act of 1934, as amended, which
pertains to the inclusion of stockholder proposals in a Company's proxy
materials, must be received by the Company by February 2, 2005, in order to be
considered timely. With regard to such stockholder proposals, if the date of the
next annual meeting of stockholders is advanced or delayed more than 30 calendar
days from April 27, 2005, the Company will, in a timely manner, inform its
stockholders of the change and of the date by which such proposals must be
received. With respect to stockholder nomination of directors, the Company's
by-laws provide that nominations for the election of directors may be made by
any stockholder entitled to vote for the election of directors. Nominations must
comply with an advance notice procedure which generally requires with respect to
nominations for directors for election at an annual meeting, that written notice
be addressed to: Secretary, Rollins, Inc., 2170 Piedmont Road, N.E., Atlanta,
Georgia 30324, not less than ninety days prior to the anniversary of the prior
year's annual meeting and set forth the name, age, business address and, if
known, residence address of the nominee proposed in the notice, 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 person and any other
information relating to the person that would be required to be disclosed in a
proxy statement or other filings. Such nominations must be submitted by January
27, 2005, with respect to directors to be elected at the 2005 Annual Meeting of
Stockholders.
MISCELLANEOUS
The Company's Annual Report on Form 10-K for the calendar year ended
December 31, 2003 is being mailed to stockholders with this proxy statement.
Management knows of no business other than the matters set forth herein
which will be presented at the meeting. Inasmuch as matters not known at this
time may come before the meeting, the enclosed proxy confers discretionary
authority with respect to such matters as may properly come before the meeting;
and it is the intention of the persons named in the proxy to vote in accordance
with their best judgment on such matters.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Michael W. Knottek
--------------------------------------
Michael W. Knottek, Secretary
Atlanta, Georgia
March 19, 2004
19
APPENDIX A
ROLLINS, INC.
CHARTER OF THE AUDIT COMMITTEE
OF THE BOARD OF DIRECTORS
PURPOSE
The Audit Committee (the "Committee") is appointed by the Board of
Directors (the "Board") to assist the Board in fulfilling its oversight
responsibilities. The Committee's primary purpose is to monitor the integrity of
the Company's financial reporting process, including (by overseeing the
financial reports and other financial information provided by the Company to any
governmental or regulatory body, the public or other users thereof) the
Company's systems of internal accounting and financial controls, the performance
of the Company's internal audit function, the independent auditor's
qualifications and independence, the Company's compliance with ethics policies
and legal and regulatory requirements statements, and the annual independent
audit of the Company's financial statements. The Committee will monitor the
independence, performance, and qualifications of the Company's independent
auditors.
In discharging its oversight role, the Committee is empowered to
investigate any matter brought to its attention with full access to all books,
records, facilities and personnel of the Company. The Committee is authorized to
retain outside counsel, auditors or other experts and professionals for this
purpose. The Board and the Committee are in place to represent the Company's
shareholders; accordingly, the outside auditor is ultimately accountable to the
Board and the Committee.
The Company shall provide appropriate funding, as determined by the
Committee, for payment of compensation to any registered public accounting firm
engaged for the purpose of rendering or issuing an audit report or related work
or performing other audit, review or attest services for the company and to any
advisors employed by the Company as well as ordinary administrative expenses of
the Committee that are necessary or appropriate in carrying out its duties.
MEMBERSHIP
The Committee shall be comprised of not less than three members of the
Board, and the Committee's composition shall meet all requirements of the Audit
Committee policy of the New York Stock Exchange.
Accordingly, all of the members must be directors:
--- Who are independent of management and the Company. Members of the
Committee shall be considered independent as long as they do not
accept any consulting, advisory, or compensatory fee from the Company
and are not an affiliated person of the Company or its subsidiaries,
and meet the independence requirements of the New York Stock Exchange.
Under Rule 10A-3 to Securities Exchange Act of 1934, disallowed
payments to an Audit Committee member includes payments made directly
or indirectly, and for these purposes "indirect" acceptance shall
include (a) payments to spouses, minor children or stepchildren or
children or stepchildren sharing a home with the member and (b)
payments accepted by an entity in which such member is a partner,
member, officer such as a managing director occupying a comparable
position or executive officer, or occupies a similar position (except
limited partners, non-managing members and those occupying similar
positions who, in each case, have no active role in providing services
to the entity) and which provides accounting, consulting, legal,
investment banking or financial advisory to the Company or any
subsidiary.
--- Who are financially literate or who become financially literate within
a reasonable period of time after appointment to the Committee. In
addition, at least one member of the Committee must be an Audit
Committee "financial expert" as defined by SEC regulations.
A-1
KEY RESPONSIBILITIES
The Committee's primary responsibility is to oversee the Company's
financial reporting process on behalf of the Board and report results of their
activities to the Board on a regular basis. While the Committee has the
responsibilities and powers set forth in this Charter, it is not the duty of the
Committee to plan or conduct audits or to determine that the Company's financial
statements are complete and accurate and are in accordance with generally
accepted accounting principles. Management is responsible for the preparation,
presentation, and integrity of the Company's financial statements and for the
appropriateness of the accounting principles and reporting policies that are
used by the Company as well as the Company's internal controls. The independent
auditors are responsible for performing an independent audit of the Company's
financial statements in accordance with auditing standards generally accepted in
the United States and for issuing a report hereon.
The Committee, in carrying out its responsibilities, believes its policies
and procedures should remain flexible, in order to best react to changing
conditions and circumstances. The Committee should take appropriate actions to
set the overall corporate "tone" for quality financial reporting, sound business
risk practices, and ethical behavior. The following shall be the principal
duties and responsibilities of the Committee. These functions are set forth as a
guide with the understanding that the Committee may diverge from this guide as
appropriate under the circumstances.
The Committee shall be directly responsible for the appointment and
termination (subject, if applicable, to shareholder ratification), compensation,
and oversight of the work of the independent auditors, including resolution of
disagreements between management and the auditor regarding financial reporting.
The Committee shall pre-approve all audit and non-audit services provided by the
independent auditors and shall not engage the independent auditors to perform
the specific non-audit services proscribed by law or regulation. The Committee
may delegate pre-approval authority to a member of the Committee. The decisions
of any Committee member to whom pre-approval authority is delegated must be
presented to the full Committee at its next scheduled meeting.
At least annually, the Committee shall obtain and review a report by the
independent auditors describing:
--- The firm's internal quality control procedures.
--- Any material issues raised by the most recent internal quality control
review, or peer review, of the firm, or by any inquiry or
investigation by governmental or professional authorities, within the
preceding five years, respecting one or more independent audits
carried out by the firm, and any steps taken to deal with any such
issues.
--- All relationships between the independent auditor and the Company (to
assess the auditor's independence).
In addition, the Committee shall set clear hiring policies for employees or
former employees of the independent auditors that meet the SEC regulations and
the New York Stock Exchange listing standards.
The Committee shall discuss with the internal auditors and the independent
auditors the overall scope and plans for their respective audits, including the
adequacy of staffing and compensation. Also, the Committee shall discuss with
management, the internal auditors, and the independent auditors the adequacy and
effectiveness of the accounting and financial controls, including the Company's
policies and procedures to assess, monitor, and manage business risk, and legal
and ethical compliance programs (e.g., Company's Code of Conduct).
The Committee shall meet separately periodically with management, the
internal auditors, and the independent auditors to discuss issues and concerns
warranting Committee attention. The Committee shall provide sufficient
opportunity for the internal auditors and the independent auditors to meet
privately with the members of the Committee. The Committee shall review with the
independent auditor any audit problems or difficulties and management's
response.
A-2
The Committee shall receive regular reports from the independent auditor on
the critical policies and practices of the Company, and all alternative
treatments of financial information within generally accepted accounting
principles that have been discussed with management.
The Committee shall review management's assertion on its assessment of the
effectiveness of internal controls as of the end of the most recent fiscal year
and the independent auditors' report on management's assertion.
The Committee shall review and discuss earnings press releases, as well as
financial information and earnings guidance provided to analysts and rating
agencies.
The Committee shall review the interim financial statements and disclosures
under Management's Discussion and Analysis of Financial Condition and Results of
Operations with management and the independent auditors prior to the filing of
the Company's Quarterly Report on Form 10-Q. Also, the Committee shall discuss
the results of the quarterly review and any other matters required to be
communicated to the committee by the independent auditors under generally
accepted auditing standards. The chair of the Committee may represent the entire
Committee for the purposes of this review.
The Committee shall review with management and the independent auditors the
financial statements and disclosures under Management's Discussion and Analysis
of Financial Condition and Results of Operations to be included in the Company's
Annual Report on Form 10-K (or the annual report to shareholders if distributed
prior to the filing of Form 10-K), including their judgment about the quality,
not just the acceptability, of accounting principles, the reasonableness of
significant judgments, and the clarity of the disclosures in the financial
statements. Also, the Committee shall discuss the results of the annual audit
and any other matters required to be communicated to the Committee by the
independent auditors under generally accepted auditing standards.
The Committee shall establish procedures for the receipt, retention, and
treatment of complaints received by the issuer regarding accounting, internal
accounting controls, or auditing matters, and the confidential, anonymous
submission by employees of the issuer of concerns regarding questionable
accounting or auditing matters.
The Committee shall receive corporate attorneys' reports of evidence of a
material violation of securities laws or breaches of fiduciary duty.
The Committee also prepares its report to be included in the Company's
annual proxy statement, as required by SEC regulations.
The Committee shall perform an evaluation of its performance at least
annually to determine whether it is functioning effectively.
A-3
PROXY
ROLLINS, INC.
Proxy Solicited by the Board of Directors of Rollins, Inc.
for Annual Meeting of Stockholders, Tuesday, April 27, 2004, 1:30 P.M.
The undersigned hereby constitutes and appoints GARY W. ROLLINS and R.
RANDALL ROLLINS, and each of them, jointly and severally, proxies, with full
power of substitution, to vote all shares of Common Stock which the undersigned
is entitled to vote at the Annual Meeting of Stockholders to be held on April
27, 2004, at 1:30 P.M. at 2170 Piedmont Road, N.E., Atlanta, Georgia, or any
adjournment thereof.
The undersigned acknowledges receipt of Notice of the Annual Meeting and
Proxy Statement, each dated March 19, 2004, grants authority to said proxies, or
either of them, or their substitutes, to act in the absence of others, with all
the powers which the undersigned would possess if personally present at such
meeting and hereby ratifies and confirms all that said proxies, or their
substitutes, may lawfully do in the undersigned's name, place or stead. The
undersigned instructs said proxies, or either of them, to vote as follows:
1. |_| FOR Wilton Looney and Bill J. Dismuke |_| WITHHOLD authority to vote for the
as Class III Directors, except as set forth below election of all Class III nominees
(INSTRUCTIONS: To refrain from voting for any individual nominee, write that nominee's name on the line provided below:
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2. ON ALL OTHER MATTERS WHICH MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF.
(over)
ROLLINS, INC.
(continued from other side)
ALL PROXIES SIGNED AND RETURNED WILL BE VOTED OR NOT VOTED IN ACCORDANCE WITH
YOUR INSTRUCTIONS, BUT THOSE WITH NO CHOICE WILL BE VOTED FOR ELECTION OF THE
BOARD OF DIRECTORS' NOMINEES FOR DIRECTOR. THIS PROXY IS SOLICITED ON BEHALF OF
THE BOARD OF DIRECTORS OF THE COMPANY.
PROXY
Please sign below, date and return promptly.
--------------------------------------------
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Signature
Dated:
-------------------------------------
(Signature should conform to name and title
stenciled hereon. Executors,
administrators, trustees, guardians and
attorneys should add their title upon
signing)
NO POSTAGE REQUIRED IF THIS PROXY IS RETURNED IN THE ENCLOSED ENVELOPE AND
MAILED IN THE UNITED STATES.