Stock Ownership Requirements

The Company has adopted stock ownership guidelines for the named executive officers identified in the previous table and for key executives designated by the Compensation Committee.  The current guidelines as determined by the Compensation Committee include:

1.

1. Chairman of the Board of Directors and CEO—CEO – Ownership equal to 5 times base salary
   
   

2.

Orkin President—

Rollins, Inc President – Ownership equal to 4 times base salary



3.

Other Rollins Officers—Officers and Orkin, LLC President – Ownership equal to 3 times base salary



4.

Division and Brand Presidents and Division Vice Presidents—– Ownership equal to 2 times base salary



5.

Other covered executives—executives – Ownership equal to 1 times base salary

The covered executives have a period of four years in which to satisfy the guidelines, from the date of appointment to a qualifying position. Shares counted toward this requirement will be based on shares beneficially owned by such executive (as beneficial ownership is defined by the SEC'sSEC’s rules and regulations) including shares owned outright by the executive, shares held in the Rollins 401(k) retirement savings plan,Savings Plan, stock held in the Rollins employee stock purchase and dividend reinvestment plan, shares obtained through stock option exercise and held, restricted stock awards whether or not vested and shares held in trust in the employee'semployee’s name.  Once achieved, ownership of the guideline amount must be maintained for as long as the individual is subject to the Executive Stock Ownership Guidelines and the executive is required to retain a minimum of 25% of any future equity awards.

PROPOSAL 1:

ELECTION OF DIRECTORS

At the Annual Meeting, Messrs. Gary W. Rollins and Larry L. Prince and Ms. Pamela R. Rollins will be nominated to serve as Class II directors and Messr Henry B. Tippie will be nominated to serve as a Class I director.directors. The nominees for election at the 20122015 Annual Meeting are all now directors of the Company. The directors in Class II will serve for a term of three years, and the director in Class I will serve for a term of two years. The director nominees will serve in their respective class until their successors are elected and qualified. FiveSix 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'sCompany’s by-laws, 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 recommended by the Nominating and Governance Committee to fill such vacancy.

Director Qualifications

As described in more detail below, we believe that each of our directors are well suited to serve on our Board for a variety of individual reasons and because collectively they bring a wealth of experience from diverse backgrounds that have combined to provide us with an excellent mix of experiences and viewpoints. The information below has the name and age of each of our directors and each of the nominees with his or her principal occupation, together with the number of shares of Common Stock beneficially owned, directly or indirectly, by each and the percentage of outstanding shares that ownership represents, all as of the close of business on March 2, 20122015 (according to information received by the Company), other board memberships and the period during which he has served us as a director.

The following information is furnished as of March 2, 2012,2015, for each of our directors and each of the nominees:

Key Attributes, Experience and Skills of Directors

R. Randall Rollins, 83, 80, was elected a Director of Rollins, Inc. in 1968. Mr. Rollins has extensive knowledge of the Company'sCompany’s Business and Industry serving over 6165 years at the Company. Mr. Rollins serves as Chairman of the Board of the Company. He has held the position of Chairman of the Board since October 1991. He is also Chairman of the Board for Marine Products Corporation as well as RPC, Inc. Mr. Rollins has been a Director of Dover Motorsports, Inc. since 1996 and a Director of Dover Downs Gaming & Entertainment, Inc. since 2002. Mr. Rollins served as a Director of SunTrust Banks, of GeorgiaInc. from 1995 to April 20, 2004.

Gary W. Rollins, 67,70, was elected a Director of Rollins, Inc. in 1981. Mr. Rollins has extensive knowledge of the Company'sCompany’s Business and Industry serving over 4548 years at the Company. He is the Chief Executive Officerserves as Vice Chairman of the Company. In addition, Mr. Rollins serves asis the President and Chief OperatingExecutive Officer of the Company. Since 2001, Mr. Rollins has been serving as a Director of Marine Products Corporation and as a Director of RPC, Inc. since 1984. Since 2005, Mr. Rollins has served on the Board ofas a Director of Genuine Parts Company.

Henry B. Tippie, 85,88, was elected a Director of Rollins, Inc. in 1974. He had previously been a director from 1960-1970. Mr. Tippie brings extensive financial and management experience to our Board of Directors serving as not only Controller but also Chief Financial Officer from 1953 until November 1970. Mr. Tippie has over 6164 years of experience including being involved with publicly owned companies during the past 5054 years in various positions including founder, CFO, CEO, President, Vice-ChairmanVice Chairman and Chairman of the Board as the case might be. He is currently Chairman of the Board for Dover Downs Gaming & Entertainment, Inc. as well as Dover Motorsports, Inc. and additionally also a Director for Marine Products Corporation and RPC, Inc.

 Wilton Looney, 92, was elected a Director of Rollins, Inc. in 1975. Mr. Looney has extensive knowledge of the Company's Business serving as a Director for over 35 years. He is the Honorary Chairman of the Board of Genuine Parts Company. Mr. Looney has been a Director of RPC, Inc. since January 1984. He has been a Director of Marine Products Corporation since 2001.

James B. Williams 78,, 81, was elected a Director of Rollins, Inc. in 1978. Mr. Williams brings extensive financial and management experience to our Board of Directors and has served over 3036 years

as a Director. He retired in March 1998 as Chairman of the Board and Chief Executive Officer of SunTrust Banks, Inc., a bank holding company, which positions he had held for more than five years. He is a Director of Marine Products Corporation and RPC, Inc. andMr. Williams was previously a director of The Coca-Cola Company.

Bill J. Dismuke, 75,78, was elected a Director of Rollins, Inc. in 1984. Mr. Dismuke brings extensive financial, management and manufacturing experience to our Board of Directors serving as Senior Vice President of Rollins, Inc. for five years from 1979 until 1984. He retired as President of Edwards Baking Company in 1995. Mr. Dismuke has been a Director of RPC, Inc. and Marine Products Corporation since January 2005.

Thomas J. Lawley, MD, 65,68, was elected a Director of Rollins, Inc. in 2006. Dr. Lawley brings extensive medical and management experience in the healthcare industry to the Board of Directors. He has beenserved as Dean of Emory University School of Medicine sincefrom 1996 having served the previous year in the Dean's office as Interim Dean and Executive Associate Dean.to 2013. He has served on many boards and committees; including the National Institutes of Health study sections, and the National Institute of Allergy and Infectious Diseases Council. He currently serves onCouncil, the Board of Directors ofGrady Health System, and the Association of American Medical Colleges. Dr. Lawley ishas been president of the Emory Medical Care Foundation, Emory'sEmory’s physician practice plan at Grady Hospital, and iswas on the board of the Emory Children'sChildren’s Center. He also serviceshas served on the boards of directors of the Emory Clinic and Emory HealthcareHealthcare. Dr. Lawley is currently a Professor of Dermatology at Emory University.

Larry L. Prince, 73,76, was elected a Director of Rollins, Inc. in 2009. Mr. Prince brings extensive management experience to our Board of Directors. He also served as Chairman of the Board from 1990 through February 2005 and as Chief Executive Officer from 1989 through August 2004 of Genuine Parts Company. Mr. Prince is also a Director of RPC, Inc. and Marine Products Corporation. Mr. Prince previously served as a director of SunTrust Banks, Inc., Crawford & Company, Equifax Inc. and John H. Harland Company.

John F. Wilson,57, was elected a Director of Rollins, Inc in 2013. He serves as President and Chief Operating Officer of the Company. He previously served as President of Orkin USA and as a Vice President of the Company. Mr. Wilson joined the Company in 1996 and has held various positions of increasing responsibility, including sales inspector, branch manager, Central Commercial region manager, Atlantic Division vice president, and president of the Southeast Division.

Pamela R. Rollins, 58, was elected a Director of Rollins, Inc. on January 27, 2015. She holds a B.A. Degree from Stephens College with a major in Family Community Studies. Ms. Rollins is a Board Member for Young Harris College, National Monuments Foundation and the O. Wayne Rollins Foundation. She is also a former Board Member of The Lovett School and an Emeritus Board Member of the Schenck School.

Our Board of Directors recommends a voteFOR the nominees above.

PROPOSAL 2:

RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM

The Audit Committee of the Board of Directors has appointed Grant Thornton LLP as the Company'sCompany’s independent registered public accounting firm for the year ending December 31, 2012.2015. During fiscal 2011,2014, Grant Thornton LLP served as the Company'sCompany’s independent registered public accounting firm. Representatives of Grant Thornton LLP are expected to attend the annual meeting and will have the opportunity to respond to appropriate questions and, if they desire, to make a statement.

Although the Company is not required to seek ratification of this appointment, the Audit Committee and the Board of Directors believes that it is appropriate to do so. If stockholders do not ratify the appointment of Grant Thornton LLP, the current appointment will stand, but the Audit Committee will consider the stockholder action in determining whether to retain Grant Thornton LLP as the Company'sCompany’s independent registered public accounting firm.

Our Board of Directors recommends a voteFOR the ratification of the appointment of Grant Thornton LLP as the Company'sCompany’s independent registered public accounting firm for the 20122015 fiscal year.

PROPOSAL 3:

PROPOSAL TO APPROVE AN AMENDMENT TO THE CERTIFICATE OF INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF CAPITAL STOCK

The stockholders will be asked to vote on the approval of an amendment (“Amendment”) to the Company’s Certificate of Incorporation whereby the authorized capital stock of the Company would be increased from 250,500,000 to 375,500,000 shares. Authorized shares of common stock would be increased from 250,000,000 to 375,000,000 and authorized shares of preferred stock would remain 500,000. There are currently no shares of preferred stock outstanding. The Amendment pertains only to the first paragraph of Article Fourth of the Certificate of Incorporation of the Company. As amended, such paragraph would be as follows:

“FOURTH: The total number of shares of all classes of stock which the Corporation shall have authority to issue is three hundred seventy five million five hundred thousand (375,500,000), consisting of three hundred seventy five million (375,000,000) shares of Common Stock, par value one dollar ($1.00) per share (the “Common Stock”), and five hundred thousand (500,000) shares of Preferred Stock, no par value per share (the “Preferred Stock”).”

As of March 2, 2015, there were 218,652,100 shares of Common Stock outstanding and 156,347,900 shares of Common Stock available for issuance. The Company has 5,054,059 shares reserved for issuance under stock incentive plans.

The Board of Directors has unanimously approved the Amendment and believes the Amendment is necessary in order to meet the Company’s business needs and to take advantage of potential future corporate opportunities. At present, there are no plans to issue any authorized shares, other than those reserved under the Company’s stock incentive plans. When the Company does issue authorized shares, unless required by New York Stock Exchange Rules and Regulations or Delaware law, the Company will not need stockholder approval. Under the Company’s Restated Certificate of Incorporation, holders of capital stock are not entitled to preemptive rights.

It is expected that members of the Board of Directors and executive officers, and their affiliates, who own of record approximately 57 percent of the voting securities of the Company, will vote “FOR” approval of the Amendment. Since the affirmative vote of a majority of the outstanding Common Stock is required in order to approve the Amendment, the vote “FOR” approval of the Amendment by the stockholders who are members of the Board of Directors or executive officers would assure such approval.

Our Board of Directors recommends a vote “FOR” approval of the Amendment.

CORPORATE GOVERNANCE AND BOARD OF DIRECTORS'
DIRECTORS’

COMMITTEES AND MEETINGS

Board Meetings and Compensation

The Board of Directors met five times during the year ended December 31, 2011.2014. No director attended fewer than 75 percent of the Board meetings held during such director'sdirector’s term of service and meetings of committees on which he served during 2011.2014. In addition, the Company has 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 2011,2014, the Company had no such committee.

The Board of Directors has an Audit Committee, Compensation Committee, Diversity Committee and a Nominating and Governance Committee.

Below is a summary of our committee structure and membership information.

Audit Committee

The Audit Committee of the Board of Directors of the Company consists of Messrs. Henry B. Tippie (Chairman), Wilton Looney,Larry L. Prince, James B. Williams and Bill J. Dismuke. The Audit Committee held five meetings during the fiscal year ended December 31, 20112014 including a meeting to review the Company'sCompany’s Form 10-K for the year ending December 31, 2010.2013. 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"(“SEC”) and the New York Stock Exchange ("NYSE"(“NYSE”). The Board of Directors has also determined that all of the Audit Committee members are "Audit“Audit Committee Financial Experts"Experts” as defined in the SEC rules. Additionally, 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 the Company. The Audit Committee meets with the Company'sCompany’s independent public accountants, Vice President of Internal Audit, 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, 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. The Audit Committee charter is available on the Company'sCompany’s website atwww.rollins.com,, under the Governance section.

Compensation Committee

The Compensation Committee of the Board of Directors of the Company consists of Messrs. Henry B. Tippie (Chairman), Wilton LooneyLarry L. Prince and James B. Williams. It held twothree meetings during the fiscal year ended December 31, 2011.2014. The function of the Compensation Committee is to set the base salary and cash based incentive compensation of all of the executive officers of the Company. The Compensation Committee also administers the Rollins, Inc. Employee Stock Incentive Plan. The Compensation Committee does not have a formal charter, and is not required to have one under the "controlled company"“controlled company” exemption under the NYSE rules, as described in the section titled "Director“Director Independence and NYSE Requirements"Requirements” below.

Diversity Committee

The Diversity Committee of the Board of Directors of the Company consists of Messrs. Henry B. Tippie (Chairman), Wilton LooneyLarry L. Prince and James B. Williams. It held one meeting during the fiscal year ended December 31, 2011.2014. The function of the Diversity Committee is to monitor compliance with applicable non-discrimination laws.

Nominating and Governance Committee

The Nominating and Governance Committee of the Board of Directors of the Company consists of Messrs. Henry B. Tippie (Chairman), Wilton LooneyLarry L. Prince and James B. Williams, each of whom is independent, as discussed above.previously. 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 meetingtwo meetings during the fiscal year ended December 31, 2011.2014. We are not required by law or by New York Stock Exchange rules to have a nominating committee since we are a controlled corporation as described below under the heading "“Director Independence and NYSE Requirements.”" We established the Nominating and Corporate Governance Committee to promote responsible corporate governance practices and we currently intend to maintain the Committee going forward.

Director Nominations

Director Nominations

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 Governance Committee does not have a charter or 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 Committee might define diversity in a particular instance—instance – whether in terms of background, viewpoint, experience, education, race, gender, national origin or other considerations.However, our Nominating and Corporate Governance Committeeacts under the guidance of the corporate governance guidelines approved by the Board of Directors on January 27, 2004, as amended January 25, 2005, and posted on the Company'sCompany’s website atwww.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 desirable qualities. According to the Company'sCompany’s corporate governance guidelines, the Board of Directors will be responsible for selecting nominees for election to the Board of Directors. 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 takes 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'sCompany’s 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 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, and received not less than ninety days prior to the anniversary of the prior year'syear’s annual meeting and set forth, among other requirements set forth in detail in the Company’s by-laws, 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'snominee’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. Other requirements related to the notice are contained in the Company'sCompany’s by-laws, and stockholders are advised to carefully review those requirements to ensure that nominations comply with the by-laws. The Committee will consider nominations from stockholders who satisfy these requirements. 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 24, 201228, 2015 are directors standing for re-election.

Board Leadership

Since July 2001, the Company has had separate persons serving as its Chairman of the Board and Chief Executive Officer.  Randall R. Rollins is our Chairman and chairs our Board meetings.  Gary W. Rollins is our Vice Chairman and Chief Executive Officer,Officer. John F. Wilson is our President and Chief Operating Officer.  We believe that it represents the appropriate structure for us at this time; the Chairman of the Board provides general

oversight and strategic planning for the Company while the Chief Executive Officer and President focusesand Chief Operating Officer focus on optimizing operational efficiencies. Many authorities on corporate governance are of the view that a company's principal executive officer should not also be chairman of its board and that it is best to keep board leadership separate from operational management.

Risk Oversight by Board

Our Board'sBoard’s oversight of risk has not been delegated to any Board Committee. "Risk"“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 our Committees. Senior management is responsible for identifying and managing material risks that we face while insurable risks and litigation risks are handled primarily by the risk management department. Senior management provides the Board with a summary of insurance coverage annually and updates as deemed necessary. 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 both 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 full Board or to the Executive Committee.

Director Independence and NYSE Requirements

Controlled Company Exemption.Exemption. We have elected to be treated as a "controlled company"“controlled company” as defined by New York Stock Exchange Section 303A.00. This Section provides that a controlled company need not comply with the requirements of Sections 303A.01, 303A.04 and 303A.05 of the New York Stock Exchange 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'scommittee’s purpose and responsibilities and the need for an annual performance evaluation by the committee. While we have a nominating and corporate governance committee and a compensation committee, we are not required to and do not comply with all of the provisions of Sections 303A.04 and 303A.05. We are a "controlled company"“controlled company” because a group that includes the Company'sCompany’s Chairman, R. Randall Rollins and his brother, Gary W. Rollins, who is a directorthe Company’s Vice Chairman and Chief Executive Officer of the Company and certain companies under their control, possesses in excess of fifty percent of our voting power. This means that they have 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.premium.

The Company'sCompany’s Audit Committee is composed of four "independent"“independent” directors as defined by the Company'sCompany’s Corporate Governance Guidelines, the New York Stock Exchange rules, the Securities Exchange Act of 1934, SEC regulations thereunder, and the Company'sCompany’s Audit Committee Charter. The members of the Compensation and Nominating and Corporate Governance Committees are also entirely composed of independent directors. The Board of Directors has also concluded that all of the members of the Audit Committee and Thomas J. Lawley and Larry L. Prince are "independent directors"“independent directors” under the Company'sCompany’s Corporate Governance Guidelines and the New York Stock Exchange listing standards.

Independence Guidelines. Under New York Stock Exchange listing standards, to be considered independent, a director must be determined to have no material relationship with the Company other than as a director. The New York Stock Exchange standards set forth a nonexclusive list of relationships, which are conclusively deemed material.

The Company'sCompany’s Independence Guidelines (Appendix A to the Company'sCompany’s Corporate Governance Guidelines) are posted on the Company'sCompany’s website atwww.rollins.com under the Governance section. These Independence Guidelines provide that to be independent, a director must not have any relationship that would be considered material under New York Stock Exchange Standards. In addition, the Company's Guidelines provide that, except in special circumstances as determined by a majority of the Board, the following relationships are not material:

(i)

If the director, or a member of the director's immediate family, has received less than one hundred and twenty thousand dollars (US $120,000) in direct compensation from the Company (other than director and committee fees and compensation for prior service which are not contingent in any way on continued services) during every 12 month period within the past three (3) years.



(ii)

If the director is a director or officer, or any member of the director's immediate family is a director or officer of a bank to which the Company is indebted, and the total amount of the indebtedness does not exceed one percent (1%) of the total assets of the bank for any of the past three (3) years.



(iii)

If the director or any member of the director's immediate family is an employee of a charitable or educational organization, and donations by the Company do not exceed the greater of one million dollars (US $1,000,000) or two percent (2%) of the organization's consolidated gross revenues within the preceding three (3) years.



(iv)

If the director has a relationship with the Company of a type covered by item 404(a) and/or item 407 of the Securities and Exchange Commission's Regulation S-K (or any successor regulation), and that relationship need not, according to the terms of those items and any then-current proxy regulations, be disclosed in the Company's annual proxy statement (except for relationships described elsewhere in these guidelines in which case the other guidelines will govern).



(v)

If the director, or a member of the director's immediate family, has direct or beneficial ownership (as defined by Rule 13d-3 under the Securities Exchange Act of 1934) of any amount of any class of common stock of the Company.

Audit Committee Charter.Charter. Under the Company'sCompany’s Audit Committee Charter, in accordance with New York Stock Exchange listing requirements and the Exchange Act, all members of the Audit Committee must be independent of management and 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 New York Stock Exchange and the Company'sCompany’s Corporate Governance Guidelines.

Nonmaterial Relationships.Relationships. After reviewing all of the relationships between the members of the Audit Committee, Messrs.and Thomas J. Lawley, M.D. and Larry L. Prince,, on the one hand, and the Company, on the other hand, the Board of Directors determined that none of them had any relationships not included within the categorical standards set forth in the Independence Guidelines and disclosed above except as follows:

1.

Mr. Tippie was employed by the Company from 1953 to 1970, and held several offices with the Company during that time, including as Executive Vice President—Finance, Secretary, Treasurer and Chief Financial Officer.



2.

Mr. Tippie is Chairman of the Board of Directors of Dover Motorsports, Inc. and Dover Downs Gaming and Entertainment, Inc. R. Randall Rollins is also a director of these companies.

3.

Mr. Tippie is the trustee of the O. Wayne Rollins Foundation and of the Rollins Children's Trust. O. Wayne Rollins is the father of Gary and Randall Rollins. The beneficiaries of the Rollins Children's Trust include the immediate family members of Gary and Randall Rollins.



4.

Mr. Dismuke was employed by the company from 1979 to 1984, and held several offices with the Company during that time, including Senior Vice President.



5.

Each of Messrs. Dismuke, Looney, Prince, Tippie and Williams also serve on the Boards of RPC, Inc. and Marine Products Corporation. Messrs. Gary and Randall Rollins are directors of RPC, Inc. and Marine Products Corporation, and have voting control over these companies. These companies are held by a control group of which Messrs. Randall and Gary Rollins are a part. Mr. Randall Rollins is an executive officer of Marine Products Corporation.



6.

Thomas J. Lawley, M.D. is the Dean of the Emory University School of Medicine. Various charitable contributions have been made by the O. Wayne Rollins Foundation to Emory University in the past, including charitable contributions made by the Foundation to the Emory University School of Medicine and to the Emory University School of Public Health. Gary Rollins is a director of Emory University.



7.

Mr. Larry L. Prince is a director of Genuine Parts Company. Mr. Gary W. Rollins is also a director of Genuine Parts Company.

As required by the Independence Guidelines, the Board of Directors unanimously concluded that the above-listedabove 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. All of the members of the Audit Committee are also independent under the heightened standards required for Audit Committee members.

In accordance with the NYSE corporate governance listing standards, Mr. Henry B. Tippie was elected as the Presiding Director. The Company'sCompany’s non-management directors meet at regularly scheduled executive sessions without management. Mr. Tippie presides during these executive sessions.

Corporate Governance Guidelines

We have adopted Corporate Governance Guidelines to 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 at our website (www.rollins.com)(www.rollins.com) under the heading "Governance."“Governance.” As required by the rules of the New York Stock Exchange, our Corporate Governance Guidelines require that our non-management directors meet in at least two regularly scheduled executive sessions per year without management.

At the Company'sCompany’s website (www.rollins.com)(www.rollins.com), under the heading "Governance,"“Governance,” you may access a copy of our Corporate Governance Guidelines, our Audit Committee Charter, our Code of Business Conduct and our Code of Business Conduct and Ethics for Directors and Executive Officers and Related Party Transaction Policy.

Code of Business Ethics

The Company has adopted a Code of Business Conduct 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 Transaction Policy applicable to the directors and the principal executive officer, principal financial officer, principal accounting officer or controller or person performing similar functions for the Company. Both codes are available on the Company'sCompany’s website atwww.rollins.com. www.rollins.com.

Director Communications

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

Mr. Henry B. Tippie
c/o Internal Audit Department
Rollins, Inc.
2170 Piedmont Road, N.E.
Atlanta, Georgia 30324

        Instructions

The above instructions for communications with the directors are also posted on our website atwww.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 Presiding Director or the non-management directors will be forwarded directly to the appropriate addressee. These instructions are posted on our website (www.rollins.com) under the heading "Governance."addressee(s).

COMPENSATION COMMITTEE INTERLOCKS

AND INSIDER PARTICIPATION

None of the directors named aboveon page 11 who serve on the Company'sCompany’s Compensation Committee are currently employees of the Company. Mr. Tippie was employed by the Company from 1953 to 1970, and held several offices with the Company during that time, including as Executive Vice President—President – Finance, Secretary, Treasurer and Chief Financial Officer.

DIRECTOR COMPENSATION

The following table sets forth compensation to our directors for services rendered as a director for the year ended December 31, 2011. Two2014. Three of our directors, MessrsMessrs. R. Randall Rollins, and Gary W. Rollins and John F. Wilson are our employees. The compensation for Messrs. R. Randall Rollins, and Gary W. Rollins and John F. Wilson are set forth in the Summary Compensation Table under Executive Compensation. Other than Messrs. Glen W. Rollins, Henry B. Tippie and Bill J. Dismuke, the directors listed below have never been employed by the Company or paid a salary or bonus by the Company, have never been granted any options or other stock based awards, and do not participate in any Company sponsored retirement plans. Mr. Glen W. Rollins was a non-employee director prior to the Annual Stockholders Meeting held on April 26, 2011. Mr. Henry B. Tippie has not been employed by the Company or paid a salary or bonus by the Company, has not been granted any options or other stock based awards, and has not participated in any Company sponsored retirement plans since his employment with the Company ceased in 1970. Mr. Bill J. Dismuke has not been employed by the Company or paid a salary or bonus by the Company, has not been granted any options or other stock based awards, and has not participated in any Company sponsored retirement plans since his employment with the Company ceased in 1984.

Directors that are our employees do not receive any additional compensation for services rendered as a director.

Under the current compensation arrangements, effective January 1, 2011,2015, non-management directors each receive an annual retainer fee of $26,000.$40,000. In addition, the Chairman of the Audit Committee receives an annual retainer of $20,000, the Chairman of the Compensation Committee receives an annual retainer of $10,000 and the Chairman of each of the Corporate Governance/Nominating Committee and Diversity Committee receives an annual retainer of $6,000. A director that chairs more than one committee receives a retainer with respect to each Committee he chairs. All of the retainers are paid on a quarterly basis. Current per meeting fees for non-management directors are as follows:

•

For meetings of the Board of Directors and Compensation Committee, $2,000. For meetings of the Corporate Governance/Nominating Committee and Diversity Committee $1,500 and telephonic meetings of the Audit Committee, $2,500.



•

For in person meetings of the Audit Committee, $2,500. In addition, the Chairman of the Audit Committee receives an additional $2,000 for preparing to conduct each quarterly Board and Board committee meeting.

All non-management directors are also entitled to reimbursement of expenses for all services as a director, including committee participation or special assignments. There have been no changes to the director compensation arrangements for 2012.

Notwithstanding anything to the contrary set forth in any of the Company'sCompany’s previous filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, that might incorporate future filings, including this Proxy Statement, in whole or in part, the Report of the Audit Committee shall not be incorporated by reference into any such filings.

REPORT OF THE AUDIT COMMITTEE

Management is responsible for the Company'sCompany’s internal controls and the financial reporting process. The Company'sCompany’s independent public accounting firm is responsible for performing an independent audit of the Company'sCompany’s consolidated financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States) and for issuing a report thereon. The Audit Committee'sCommittee’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'sCompany’s financial statements are complete and accurate and in accordance with generally accepted accounting principles;principles, that is the responsibility of management.

In fulfilling its oversight responsibilities with respect to the year ended December 31, 2011,2014, the Audit Committee:

•

Approved the terms of engagement of Grant Thornton LLP as the Company's independent registered public accounting firm for the year ended December 31, 2011;



•

Reviewed with management the interim financial information included in the Forms 10-Q prior to their being filed with the SEC. In addition, the Committee reviewed all earnings releases with management and the Company's independent public accounting firm prior to their release;



•

Reviewed and discussed with the Company's management and the Company's independent registered public accounting firm, the audited consolidated financial statements of the Company as of December 31, 2011 and 2010 and for the three years ended December 31, 2011;



•

Reviewed and discussed with the Company's management and the independent registered public accounting firm, management's assessment that the Company maintained effective control over financial reporting as of December 31, 2011;



•

Discussed with the independent registered public accounting firm matters required to be discussed by the American Institute of Certified Public Accountants Statement on Auditing Standards ("SAS") No. 61, "Communications with Audit Committees," as amended (AICPA, Professional Standards, Vol. 1, AU Section 380), as adopted by the Public Company Accounting Oversight Board; and



•

Received from the independent registered public accounting firm the written disclosures and the letter in accordance with the requirements of the Public Company Accounting Oversight Board regarding the firm's communications with the Committee concerning independence, and discussed with such firm its independence from the Company.

Based upon the review and discussions referred to above,previously, the Committee recommended to the Board of Directors that the audited consolidated financial statements of the Company and subsidiaries as of December 31, 20112014 and 20102013 and for the three years ended December 31, 20112014 be included in the Company'sCompany’s Annual Report on Form 10-K for the year ended December 31, 20112014 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'smanagement’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'sCompany’s independent registered public accounting firm with respect to such financial statements.

Submitted by the Audit Committee of the Board of Directors.

COMPENSATION DISCUSSION AND ANALYSIS

Compensation Committee

During the fiscal year ended December 31, 2011,2014, the members of our Compensation Committee held primary responsibility for determining executive compensation levels. The Committee is composed of three of our non-management directors who do not participate in the Company'sCompany’s compensation plans. The Committee determines the compensation and administers the performance-based cash compensation plan for our executive officers. In addition, the Committee also administers our Stock Incentive Plan for all the employees.

The members of our Compensation Committee have extensive and varied experience with various public and private corporations as investors and stockholders, as senior executives, and as directors charged with the oversight of management and the setting of executive compensation levels. Henry B. Tippie, the Chairman of the Compensation Committee, has served on the board of directors of twelve different publicly traded companies and has been involved in setting executive compensation levels at all of these companies. Messrs. Wilton LooneyLarry L. Prince and James B. Williams have served on the board of directors of several different publicly traded companies and have similarly been involved in setting executive compensation levels at many of these companies.

The Compensation Committee has authority to engage attorneys, accountants and consultants, including executive compensation consultants, to solicit input from management concerning compensation matters, and to delegate any of its responsibilities to one or more directors or members of management where it deems such delegation appropriate and permitted under applicable law. The Committee has not used the services of any compensation consultants in determining or recommending the amount of form of executive compensation.

The Compensation Committee believes that determinations relative to executive compensation levels are best left to the discretion of the Committee. In addition to the extensive experience and expertise of the Committee'sCommittee’s members and their familiarity with the Company'sCompany’s performance and the performance of our executive officers, the Committee is able to draw on the experience of other directors and on various legal and accounting executives employed by the Company, and the Committee has access to the wealth of readily available public information relative to structuring executive compensation programs and setting appropriate compensation levels. The Committee also believes that the structure of our executive compensation programs should not become overly complicated or difficult to understand. The Committee solicits input from our Chief Executive Officer with respect to the performance of our executive officers and their compensation levels.

The Role of Shareholder Say-on-Pay Votes

The Company provides its shareholders with the opportunity to cast an every three years advisory vote on executive compensation (a "say-on-pay proposal"“say-on-pay proposal”). At the Company'sCompany’s annual meeting of shareholders held in April 2011,2014, a substantial majority of the votes cast on the say-on-pay proposal at that meeting were voted in favor of the proposal. The Compensation Committee believes this affirms shareholders'shareholders’ support of the Company'sCompany’s approach to executive compensation. The shareholders voted to hold a say-on-pay advisory vote on executive compensation every three years, and the Board resolved to accept the shareholders'shareholders’ recommendation.  As a result, the advisory vote on executive compensation will be held again at the 2014 annual shareholders' meeting.2017 Annual Meeting. The Compensation Committee will continue to consider the outcome of the Company'sCompany’s say-on-pay votes when making future compensation decisions for the named executive officers.

General Compensation Objectives and Guidelines

The Company is engaged in a highly competitive industry. The success of the Company depends on our ability to attract and retain highly qualified and motivated executives. In order to accomplish

this objective, we have endeavored to structure our executive compensation in a fashion that gives our Compensation Committee the flexibility to take into account our operating performance and the individual performance of the executive.

The Compensation Committee endorses the philosophy that executive compensation should reflect Company performance and the contribution of executive officers to that performance. The Company'sCompany’s compensation policy is designed to achieve three fundamental objectives: (i) attract and retain qualified executives, (ii) motivate performance to achieve Company objectives, and (iii) align the interests of our executives with the long-term interests of the Company'sCompany’s stockholders.

The Committee recognizes that there are many intangibles involved in evaluating performance and in motivating performance, and that determining an appropriate compensation level is a highly subjective endeavor. The analysis of the Committee is not based upon a structured formula and the objectives referred to above are not weighted in any formal manner.

Pursuant to our compensation philosophy, the total annual compensation of our executive officers is primarily made up of one or more of three elements. The three elements are salary, annual performance-based incentive compensation and grants of stock based awards such as restricted stock. In addition, the Company provides retirement compensation plans, group welfare benefits and certain perquisites.

We believe a competitive base salary is important to attract, retain and motivate top executives. We believe annual performance-based incentive compensation is valuable in recognizing and rewarding individual achievement. Finally, we believe equity-based compensation makes executives "think“think like owners"owners” and, therefore, aligns their interests with those of our stockholders.

Effective November 1, 2006, we adopted a formal Stock Ownership Guidelines for our executive officers and note that our executive officers are significant stockholders of the Company, as disclosed elsewhere in this Proxy Statement. The purpose of these Guidelines is to align the interests of executives with the interests of stockholders and further promote our longstanding commitment to sound corporate governance.

The Committee is mindful of the stock ownership of our directors and executive officers but does not believe that it is appropriate to provide a mechanism or formula to take stock ownership (or gains from prior option or stock awards) into account when setting compensation levels. As do many public companies, we have historically provided in our insider trading policies that directors and executive officers may not sell Company securities short and may not sell puts, calls or other derivative securities tied to our Common Stock.

We expect that the salary and other compensation paid to our executive officers will qualify for income tax deductibility under the limits of Section 162(m) of the Internal Revenue Code. However, the Committee may authorize compensation, which may not, in a specific case, be fully deductible by the Company.

The Company does not have a formal policy relative to the adjustment or recovery of incentives or awards in the event that the performance measures upon which incentives or awards were based are later restated or otherwise adjusted in a manner that would have reduced the size of an incentive or award. However, as all incentives and awards remain within the discretion of the Compensation Committee, the Committee retains the ability to take any such restatements or adjustments into account in subsequent years. In addition, the Sarbanes-Oxley Act requires in the case of accounting restatements that result from material non-compliance with SEC financial reporting requirements, that the Chief Executive Officers and Chief Financial Officers must disgorge bonuses and other incentive-based compensation and profits on stock sales, if the non-compliance results from misconduct.

Salary

The salary of each executive officer is determined by the Compensation Committee. In making its determinations, the Committee gives consideration to our operating performance for the prior fiscal year and the individual executive'sexecutive’s performance. The Committee solicits input from our Chief Executive Officer with respect to the performance of our executive officers and their compensation levels. Effective January 1, 2012,2015, the following adjustments were made to the base salaries of our executive officers: Gary W. Rollins $1,000,000 (no change from 2011)2014); R. Randall Rollins $900,000 (no change from 2011)2014); Harry J. Cynkus $500,000 (no change from 2011); Robert J. Wanzer $367,500$555,000 ($17,50020,000 increase from 2011)2014); and John F. Wilson $420,000$600,000 ($20,00050,000 increase from 2011)2014); and Eugene A. Iarocci $470,000 ($22,150 increase from 2014).

Performance-Based Plan

At the annual meeting of stockholders held on April 22, 2008,23, 2013, the stockholders approved the terms of the Company'sCompany’s Performance-Based Incentive Cash Compensation Plan for Executive Officers (the "Cash“Cash Incentive Plan"Plan”). Under the Cash Incentive Plan, executive officers have an opportunity to earn bonuses of up to 100 percent of their annual salaries, not to exceed a maximum amount of $2 million per individual per year, upon achievement of bonus performance goals which are pre-set every year by the Compensation Committee upon its approval of the performance bonus program for that year. For 2011,2014, these performance goals were based on targeted revenue growth, targeted pre-tax profit growth, and increase in pre-tax profits over the previous year’s pre-tax profit base.

For 2014, these performance goals for Messrs. R. Randall Rollins, Gary W. Rollins, John F. Wilson and Harry J. Cynkus were based on targeted revenue growth of the Company, targeted pre-tax profit growth of the Company, and increase inincreased pre-tax profits over the previous year'syear’s pre-tax profit base of the Company. For 2011, these2014, the performance goals for Messrs. John F. Wilson and Robert J. WanzerEugene A. Iarocci were based on targeted revenue growth of their respectivehis divisional responsibilities, targeted pre-tax profit growth of the Company, increase inincreased pre-tax profits over the previous year'syear’s pre-tax year profit base of their respectivehis divisional responsibilities and targeted pre-profit growth of their respective divisional responsibilities.pre-tax profit compared to plan.

For the Company revenue performance goal, Messrs. R. Randall Rollins, and Gary W. Rollins, and John F. Wilson were eligible to earn bonuses of between 510 and 35 percent of their respective annual salary and Mr.salary. Harry J. Cynkus iswas eligible to earn a bonus of between 1.252.5 percent and 15 percent of his annual salary. The minimum growth in revenue over prior year for these persons to be eligible to earn a bonus under this element of the Cash Incentive Plan for 20112014 was 4.44.23 percent. Because the actual increase in Company revenues in 20112014 over base year revenues was 6.05.5 percent, this resulted in bonuses of 26.235 percent of salary for Messrs. R. Randall Rollins, and Gary W. Rollins, and 10.6John F. Wilson and 15 percent of salary for Mr. Harry J. Cynkus.

For the divisional revenue performance goal, Messrs. John F. Wilson and Robert J. Wanzer wereEugene A. Iarocci was eligible to earn bonusesa bonus of between 1.252.5 percent and 15 percent of their respectivehis annual salary. The minimum growth in divisional revenue over the prior year revenue base to earn a bonus under this element under the Cash Incentive Plan for 20112014, which was 4.75 percent, was set at a level that the Company believes was moderately difficult to achieve, although this was the first year this element of the bonus plan was in place.achieve. Based upon the actual increase in their respectivehis divisional revenues, this resulted in bonusesa bonus of 9.9%13.1 percent of salary for Mr. Robert J. Wanzer and 8.3% of salary for Mr. John F. WilsonEugene A. Iarocci.

For the Company pre-tax profit to plan performance goal, Messrs. R. Randall Rollins, and Gary W. Rollins, and John F. Wilson were eligible to earn bonuses of between 2015 and 40 percent of their respective annual base salary. Mr. Harry J. Cynkus was eligible to receive a bonus of between 107.5 and 20 percent of his annual salary, and Messrs John F. Wilson and Robert J. Wanzer weresalary. Eugene A. Iarocci was eligible to receive a bonus of between 52.5 and 10 percent of their respectivehis annual salary. The minimum growth in Companythe Company’s pre-tax profit for 20112014 was 3.74.1 percent of the corresponding amount for 2010.2013. The Company's 2011Company’s 2014 performance resulted in an actual increase in pre-tax profit over the 20102013 base amount of 9.214.5 percent. This resulted in bonuses of 35.640 percent of salary for Messrs. R. Randall Rollins, and Gary W. Rollins, 17.8and John F. Wilson and 20 percent of salary for Mr. Harry J. Cynkus and 8.9%10 percent of salary for Messrs. John F. Wilson and Robert J. Wanzer.Eugene A. Iarocci.

For the element of the Cash Incentive Plan tied to the increase in Company pre-tax profit over the prior year base amount, Messrs. R. Randall Rollins, Gary W. Rollins, and Harry J. Cynkus and John F. Wilson were eligible to participate in the bonus pool at the rate specified below up to the maximum amount specified below:below.

The Company's 2010Company’s 2013 pre-tax profit base was $143,545,000.$191,606,000. For this element of the Cash Incentive Plan, the Company's 2011Company’s 2014 performance resulted in bonuses of 20.928.6 percent of salary for Messrs. R. Randall Rollins, and Gary W. Rollins, and 7.9John F. Wilson and 17.1 percent of salary for Mr. Harry J. Cynkus.

For the element of the Cash Incentive Plan tied to the increase in divisional pre-tax profit before corporate overhead over the prior year base amount, Messrs. Robert J. Wanzer and John F. Wilson wereEugene A. Iarocci was eligible to participate in the bonus pool at the rate specified below up to the maximum amount specified below:

 This was the first year this element of the bonus plan was in place.

Based on the actual increases in divisional pre-tax profit over the prior year base amounts, Mr. John F. Wilson and Robert J. Wanzer each received a maximum bonusamount, Eugene A. Iarocci earned 16.9 percent of 15% of their respective salaries.his salary.

 Messrs. John F. Wilson and Robert J. Wanzer have

Eugene A. Iaroccihas a component of theirhis bonus under the Cash Incentive Plan based on their respectivehis divisional pre-tax profit before corporate overhead to plan, for which they arehe is eligible to earn bonusesbonus of between 105 and 20 percent of their respectivehis annual salary. The minimum growth in divisional pre-tax profit to earn a bonus under this element of the Cash Incentive Plan for 20112014 was set at a level that the Company believes was moderatelywasmoderately difficult to achieve, although this was the first year this element of the bonus plan was in place.achieve. Actual performance resulted in bonusesbonus of 16.1%20 percent of salary for Mr. John F. Wilson, and 18.5% of salary for Mr. Robert J. Wanzer.Eugene A. Iarocci.

 Mr. 

Harry J. Cynkus also participates in the Home Office Bonus Plan. Under this plan, Mr. Harry J. Cynkusthe participant may receive a bonus of up to 105 percent of his annual salary for achievement and margin improvement of the participant's budgetedhis home office department expense goalplan (which the Company does not consider a material part of the Company'sCompany’s compensation of its executive officers) and five5 percent of annual salary for achievement of qualitative and subjective internal customer service survey results. Mr. Harry J. Cynkus received five5 percent of his annual salary as a bonus for the budgeted expense component of the Home Office Bonus Plan and 3.75 percent of his annual salary for the internal customer service survey component of that bonus plan. Historically, the expense goal components of the bonus plan have been achieved and 75 percent of the internal customer service survey component of the bonus plan has been achieved.

The amount of bonuses under each performance component of the Company'sCompany’s Cash Incentive Plan is determined based upon straight-line interpolation of the applicable formula for each such component without the use of discretion. In addition to any bonuses earned under the Cash Incentive Plan or Home Office Plan, the Compensation Committee has the authority to award discretionary bonuses.

Equity Based Awards

Our Stock Incentive Plan allows for a wide variety of stock based awards such as stock options and restricted stock awards. We last issued stock options in fiscal year ended 2003 and have no immediate plans to issue additional stock options. Partially in response to changes relative to the manner in which stock options are accounted for under generally accepted accounting principles, we have modified the structure and composition of the long-term equity based component of our executive compensation. In recent years, we have awarded time-lapse restricted stock in lieu of granting stock options. The terms and conditions of these awards are described in more detail below.

Awards under the Company'sCompany’s Stock Incentive Plan are purely discretionary, are not based upon any specific formula and may or may not be granted in any given fiscal year. For the past three years, we have granted time-lapse restricted stock to various employees, including our executive officers, in early January during our regularly scheduled meeting of the Compensation Committee during which the Committee reviews executive compensation. Consistent with this practice, we granted restricted stock awards to our executive officers in January 2010, 20112013, 2014 and 20122015 as follows:

The amount of the aggregate stock based awards to our executive officers in any given year is influenced by the Company'sCompany’s overall performance. The amount of each grant to our executive officers is influenced in part by the Committee'sCommittee’s subjective assessment of each individual'sindividual’s respective contributions to achievement of the Company'sCompany’s long-term goals and objectives. In evaluating individual performance for these purposes, the Committee considers the overall contributions of executive management as a group and the Committee'sCommittee’s subjective assessment of each individual'sindividual’s relative contribution to that performance rather than specific aspects of each individual'sindividual’s performance over a short-term period. It is our expectation to continue yearly grants of restricted stock awards to selected executives although we reserve the right to modify or discontinue this or any of our other compensation practices at anytime.

To date, all of our restricted stock awards have had the same features. The shares vest one-fifth per year beginning on the second anniversary of the grant date. Restricted shares have full voting and dividend rights. However, until the shares vest, they cannot be sold, transferred or pledged. Should the executive leave our employment for any reason prior to the vesting dates (other than due to death, disability or retirement on or after age 65), the unvested shares will be forfeited. In the event of a "change“change in control"control” as determined by the Board of Directors, all unvested restricted shares shall vest immediately.

Grants are made under our Stock Incentive Plan and the plan is administered pursuant to Rule 16b-3 of the Securities Exchange Act of 1934. When considering the grant of stock based awards, the Committee considers the overall performance and the performance of individual employees.

Employment Agreements

There are no agreements or understandings between the Company and any executive officer that guarantee continued employment or guarantee any level of compensation, including incentive or bonus payments, to the executive officer.

Retirement Plans

The Company maintains a defined benefit plan (Rollins, Inc. Retirement Income Plan) for employees hired prior to January 1, 2002, a non-qualified retirement plan (Rollins, Inc. Deferred Compensation Plan) for our executives and highly compensated employees, and a Rollins 401(k) plan (Rollins 401(k) Plan)Savings Plan for the benefit of all of our eligible employeesemployees.

The Company froze the Rollins, Inc. Retirement Income Plan effective June 30, 2005. Due to the freeze of the Rollins, Inc. Retirement Income Plan, for certain of our older and more tenured employees who are participants in the Rollins, Inc. Retirement Income Plan, the Company makes additional company contributions ("Pension Restoration Contributions") into either the Rollins 401(k) Plan (for non-highly compensated employees) or into the Rollins, Inc. Deferred Compensated Plan (for highly compensated employees). This contribution will be made for five years. The first contribution was made in January 2007 for those participants who were employed for all of the 2006 plan year. Only employees with five full years of vested service on June 30, 2005 qualify for the Pension Restoration Contributions. Messrs. R. Randall Rollins, Gary W. Rollins, Harry J. Cynkus, Robert J. Wanzer and John F. Wilson are expected to receive Pension Restoration Contributions of 3%, 3%, 3%, 0% and 1.5% of their annual salary (up to a maximum 2011 annual salary of $245,000), respectively, annually under the Rollins, Inc. Deferred Compensation Plan. The Rollins, Inc. Deferred Compensation Plan also provides other benefits as described below under "Nonqualified“Nonqualified Deferred Compensation."Compensation” on page 28.

Other Compensation

Other compensation to our executive officers includes group welfare benefits including group medical, dental and vision coverage, and group life insurance. The Company provides certain perquisites to its executive officers, which are described below under "Executive“Executive Compensation."” The Company requires that its Chairman and its PresidentVice Chairman and CEO use Company or other private aircraft for air travel whenever practicable for security reasons.

The following Compensation Committee Report shall not be incorporated by reference by any general statement incorporating by reference this Proxy Statement into any filing under the Securities Act of 1933, as amended (the "Securities Act"“Securities Act”), except to the extent that the Company specifically incorporates this information by reference, and shall not otherwise be deemed filed under the Securities Act or the Exchange Act.

COMPENSATION COMMITTEE REPORT

We have reviewed and discussed the above Compensation Discussion and Analysis with management.

Based upon this review and discussion, we have recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this proxy statement.

Compensation Committee

Henry B. Tippie, Chairman
Wilton Looney

Larry L. Prince

James B. Williams

COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT

Section 16(a) of the Securities Exchange Act of 1934 requires our officers and directors and persons who own more than ten percent of a registered class of the Company'sCompany’s equity securities to file reports of ownership and changes in ownership with the Securities and Exchange Commission. Officers, directors and greater than ten percent stockholders are required to furnish the Company with copies of all Section 16(a) forms they file.

Based on our review of the copies of such forms, we believe that during fiscal year ended December 31, 2011,2014, all filing requirements applicable to our officers, directors and greater than ten percent beneficial owners were timely satisfied, except one.nine. On February 11, 2011, Mr. Glen W.January 31, 2014, Messrs. R. Randall Rollins, Harry J. Cynkus, John F. Wilson, Eugene A. Iarocci, Robert J. Wanzer, and Thomas E. Luczynski filed a Form 4 after its due date reporting the delivery of common stock in payment of a tax liability associated with the vesting of restricted stock awards. On April 28, 2014, Messrs. R. Randall Rollins and Robert J. Wanzer filed a Form 4 after its due date reporting the delivery of common stock in payment of a tax liability associated with the vesting of restricted stock awards. On November 12, 2012, Messr. Larry L. Prince filed one late Form 4 with respect to the February 8, 2011 sale of sharesNovember 6, 2014 acquisition of Rollins, Inc. common stock.Common stock shares.

EXECUTIVE COMPENSATION

Shown below is information concerning the annual compensation for the fiscal years ended December 31, 2011, 2010,2014, 2013, and 20092012 of those persons who were at December 31, 2011:2014:

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our Principal Executive Officer and Principal Financial Officer; and



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our three other most highly compensated executive officers whose total annual salary exceeded $100,000; and



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two individuals for whom disclosure would have been provided but for fact the individual was not serving as an executive officer at December 31, 2011.

SUMMARY COMPENSATION TABLE