The Court authorized that the Notice be sent to you because you or someone in your family may have purchased or acquired Resideo common stock during the period from October 15, 2018 through November 6, 2019, inclusive (the “Class Period”), including in connection with the Company’s “spin-off” from Honeywell International, Inc. (“Honeywell”) on or about October 29, 2018.  Receipt of the Notice does not mean that you are a member of the Settlement Class or that you will be entitled to receive a payment.  Lead Plaintiffs and Defendants do not have access to your individual investment information.  If you wish to be eligible for a payment, you were required to submit the Claim Form that is being distributed with the Notice.  See Question 8 in the Notice.  

The Court directed that the Notice be sent to Settlement Class Members because they had a right to know about the Settlement of this class action lawsuit, and about all of their options, before the Court decided whether to approve the Settlement.  

The Court in charge of the Action is the United States District Court for the District of Minnesota, and the case is known as In re Resideo Technologies, Inc. Securities Litigation, Case No. 19-cv-02863 (WMW/KMM).  The Action is assigned to the Honorable Wilhelmina M. Wright, United States District Judge.

The Court directed, for the purposes of the proposed Settlement, that everyone who fits the following description is a Settlement Class Member and subject to the Settlement unless they are an excluded person (see Question 3 in the Notice) or took steps to exclude themselves from the Settlement Class (see Question 10 in the Notice):

All persons and entities who or which purchased or otherwise acquired the common stock of Resideo during the period from October 15, 2018 through November 6, 2019, inclusive, and were damaged thereby.

If one of your mutual funds purchased Resideo common stock during the Class Period, that does not make you a Settlement Class Member, although your mutual fund may be.  You are a Settlement Class Member only if you individually purchased or acquired Resideo common stock during the Class Period.  Check your investment records or contact your broker to see if you have any eligible purchases or acquisitions.  Lead Plaintiffs and Defendants do not independently have access to your trading information.

Yes.  There are some individuals and entities who are excluded from the Settlement Class by definition.  Excluded from the Settlement Class are: (i) Defendants; (ii) Honeywell; (iii) the officers and directors of Defendants and Honeywell during the Class Period; (iv) Immediate Family of the Individual Defendants and of the excluded officers and directors; (v) any entity in which any Defendant, any excluded officer or director or any member of their Immediate Family has or had a controlling interest; (vi) any affiliates, parents or subsidiaries of the Defendants and Honeywell; (vii) the legal representatives, agents, affiliates, heirs, successors or assigns of any of the foregoing, in their capacities as such; and (viii) those who timely and validly requested exclusion from the Settlement Class in accordance with the requirements set forth in the Notice, or who are otherwise excluded by the Court.

In a class action, one or more persons or entities (in this case, Plaintiffs), sue on behalf of people and entities who have similar claims.  Together, these people and entities are a “class,” and each is a “class member.”  A class action allows one court to resolve, in a single case, many similar claims that, if brought separately by individual people, might be too small economically to litigate.  One court resolves the issues for all class members at the same time, except for those who exclude themselves, or “opt-out,” from the class.  In this Action, the Court has appointed the Gabelli Group and the Naya Group to serve as Lead Plaintiffs and has appointed Entwistle & Cappucci LLP and Labaton Sucharow LLP to serve as Co-Lead Counsel. 

Resideo is a global provider of security, comfort, and smart-technology solutions and products.  The Company emerged out of a corporate spin-off of Honeywell, which was completed on October 29, 2018, whereby Honeywell combined certain unrelated business units and products and spun them off to create Resideo (the “Spin-Off”).  Resideo became a publicly traded company as a result of a pro rata distribution of Resideo’s common stock to Honeywell shareholders.  Resideo’s common stock trades on the New York Stock Exchange under the ticker symbol: “REZI.”  

In the Action, Plaintiffs alleged that Defendants made materially false and misleading statements and omissions in connection with the operations, financial condition, resources, and product lines of Resideo following the Spin-Off.  Plaintiffs alleged that Defendants misled investors as to Resideo’s viability as a stand-alone company and the quality of the businesses or subdivisions of Honeywell that were transferred to Resideo.  Plaintiffs alleged that Defendants’ statements about Resideo, both prior to and after the Spin-Off, were false and misleading because the statements allegedly concealed the shortcomings of Resideo’s products and internal operations, which were allegedly known to certain of the Defendants before the Spin-Off.  Plaintiffs further alleged that the price of Resideo common stock was artificially inflated as a result of Defendants’ allegedly false and misleading statements and omissions, and that the price declined when the truth was allegedly revealed through a series of corrective disclosures.  

On November 8, 2019, a securities class action complaint was filed in the Court, styled St. Clair County Employees’ Retirement System v. Resideo Technologies, Inc., et al., No. 0:19-cv-02863.  The case was assigned to Judge Wilhelmina M. Wright and referred to Magistrate Judge Katherine M. Menendez on the same day.  

By Order dated January 27, 2020, the Court, inter alia, consolidated the St. Clair action and related actions; appointed the Gabelli Group and the Naya Group as Lead Plaintiffs; and appointed Entwistle & Cappucci LLP and Labaton Sucharow LLP as Co-Lead Counsel.  

On April 10, 2020, Plaintiffs filed the operative Consolidated Amended Complaint for Violations of the Federal Securities Laws (the “Complaint”) asserting class action claims against all Defendants under Section 10(b) of the Securities Exchange Act of 1934 (the “Exchange Act”) and Rule 10b-5 promulgated thereunder, and against the Individual Defendants under Section 20(a) of the Exchange Act.  Among other things, as noted above, the Complaint alleges materially false and misleading statements and omissions in connection with the operations, financial condition, resources and product lines of Resideo.

On July 10, 2020, Defendants filed a motion to dismiss the Complaint, which Plaintiffs opposed on October 9, 2020.  On November 9, 2020, Defendants filed a reply brief in further support of their motion to dismiss.  Oral argument on Defendants’ motion to dismiss the Complaint was held on December 1, 2020.  On March 30, 2021, the Court entered its Opinion and Order denying Defendants’ motion to dismiss in its entirety.  Discovery in the Action commenced promptly after the Court issued the order denying Defendants’ motion to dismiss and has been ongoing.

On April 13, 2021, Defendants filed their Answer to the Complaint.

On May 18, 2021, the Court conducted the initial pretrial conference, and on May 25, 2021, the Court issued a pretrial scheduling order setting litigation deadlines for amended pleadings, close of fact and expert discovery, and class certification discovery and briefing.   

Lead Plaintiffs and Defendants began to explore the possibility of a settlement and retained the Honorable Layn R. Phillips (Ret.) (the “Mediator”) in January 2021 to act as mediator in the Action.  On February 25, 2021, Co-Lead Counsel and Defendants’ Counsel participated in a full-day mediation session before the Mediator.  In advance of that session, Lead Plaintiffs and Defendants provided detailed mediation statements and exhibits to the Mediator, which addressed issues of both liability and damages.  While these discussions narrowed the differences between Lead Plaintiffs and Defendants, a resolution was not reached on that day.  Following extensive arm’s-length negotiations, both directly and with the ongoing assistance of the mediator, over the next five months, the parties were able to reach an agreement in principle to settle the Action for $55,000,000, which was memorialized in a term sheet executed and finalized on July 30, 2021, subject to the execution of a definitive and customary stipulation and agreement of settlement and related papers.  The Stipulation (together with the exhibits thereto) constitutes the final and binding agreement between Lead Plaintiffs and Defendants.

Before agreeing to a settlement, Lead Plaintiffs, through Co-Lead Counsel, conducted a thorough investigation relating to the claims, defenses, and underlying events and transactions that are the subject of the Action.  This process included reviewing and analyzing:  (i) documents filed publicly by the Company with the U.S. Securities and Exchange Commission (“SEC”); (ii) publicly available information, including press releases, news articles, and other public statements issued by or concerning the Company and Defendants; (iii) research reports issued by financial analysts concerning the Company; (iv) other publicly available information and data concerning the Company; (v) relevant documents amongst approximately 167,000 documents that were produced, comprised of 1,052,216 pages, produced by Defendants during discovery, which consisted of emails, WhatsApp and SMS messages and other documents previously produced by Resideo to the SEC; and (vi) the applicable law governing the claims and potential defenses.  Co-Lead Counsel identified and interviewed numerous former Resideo employees and other persons with relevant knowledge of the underlying allegations, 15 of whom have provided information as confidential witnesses, and one of whom provided Co-Lead Counsel with 56,835 internal Resideo emails.  Co-Lead Counsel also consulted with experts on damages and loss causation issues.

The Settlement Hearing took place on January 27, 2022. At the hearing the Settlement and Plan of Allocation were approved by the Court. Please refer to the Order and Final Judgment, entered March 24, 2022 for additional information.

On October 10, 2023, the Court entered the Class Distribution Order, approving the distribution of the Net Settlement Fund to eligible claimants. 

The initial distribution for eligible claimants commenced on March 19, 2024. 

The Court did not finally decide in favor of Lead Plaintiffs or Defendants.  Instead, both sides agreed to a settlement.  Lead Plaintiffs and Co-Lead Counsel believe that the claims asserted in the Action have merit.  They recognize, however, the expense and length of continued proceedings needed to pursue the claims through class certification, trial and appeals, as well as the difficulties in establishing liability.  Assuming the claims proceeded to trial, Plaintiffs and Defendants would present factual and expert testimony on each of the disputed issues, and there is risk that the Court or jury would resolve these issues unfavorably against Plaintiffs and the class.  In light of the Settlement and the guaranteed cash recovery to the Settlement Class, Lead Plaintiffs and Co-Lead Counsel believe that the Settlement is fair, reasonable, and adequate, and in the best interests of the Settlement Class.

Defendants have denied and continue to deny each and every one of the claims alleged by Plaintiffs in the Action, including all claims in the Complaint, and specifically deny any wrongdoing and that they have committed any act or omission giving rise to any liability or violation of law.  Defendants deny the allegations that they knowingly, or otherwise, made any material misstatements or omissions; that any Member of the Settlement Class has suffered damages; that the prices of Resideo’s common stock were artificially inflated by reason of the alleged misrepresentations, omissions, or otherwise; or that Members of the Settlement Class were harmed by the conduct alleged.  Nonetheless, Defendants have concluded that continuation of the Action would be protracted and expensive, and have taken into account the uncertainty and risks inherent in any litigation, especially a complex case like this Action.

In exchange for the Settlement and the release of the Released Claims against the Released Defendant Parties (see Question 9 in the Notice), Defendants have agreed to cause a $55 million cash payment to be made, which, along with any interest earned, will be distributed after deduction of Court-awarded attorneys’ fees and litigation expenses, Notice and Administration Expenses, Taxes, and any other fees or expenses approved by the Court (the “Net Settlement Fund”), to Settlement Class Members who submitted valid and timely Claim Forms and were found to be eligible to receive a distribution from the Net Settlement Fund.

To qualify for a payment from the Net Settlement Fund, you must have submitted a timely and valid Claim Form.

The Deadline to submit a claim form was March 4, 2022. The initial distribution for eligible claimants commenced on March 19, 2024. 

If you are a Settlement Class Member and did not timely and validly exclude yourself from the Settlement Class, you will remain in the Settlement Class and that means that, upon the “Effective Date” of the Settlement, you will release all “Released Claims” against the “Released Defendant Parties.”  All of the Court’s orders about the Settlement, whether favorable or unfavorable, will apply to you and legally bind you.

(a) “Released Claims” means all claims, rights, or causes of action or liabilities of any nature whatsoever, whether known or Unknown Claims (defined below), whether arising under federal, state, local, statutory, common, or foreign law, that (a) were set forth, alleged, or referred to in the Complaint or any other complaint filed by any member of the Settlement Class prior to the consolidation of the Action, or (b) could have been asserted in the Action or in any forum, domestic or foreign, by Plaintiffs or any other member of the Settlement Class arising out of, based upon, or relating in any way to both (i) the purchase, acquisition, sale, or holding of Resideo common stock during the Class Period; and (ii) any of the allegations, transactions, acts, facts, statements, representations, or omissions involved, set forth, alleged, or referred to in the Complaint or any other complaint filed by any member of the Settlement Class prior to the consolidation of the Action, including, for the avoidance of doubt, any alleged untrue statement of a material fact or omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading made by Honeywell or Resideo in connection with the spin-off of Resideo from Honeywell.  For the avoidance of doubt, Released Claims do not include: (i) claims to enforce the Settlement; (ii) claims by any governmental entity, if any, that arise out of the events at issue in the Action; and (iii) claims in Bud & Sue Frashier Family Trust U/A DTD 05/05/98, Derivatively on Behalf of Resideo Technologies, Inc. v. Fradin, et al., C.A. No. 2021-0556 PAF (Del. Ch.); and In re Resideo Technologies, Inc. Derivative Litigation, Lead Case No. 20-cv-915-LPS (D. Del.).

(b) “Released Defendant Parties” means Defendants, Defendants’ Counsel, Honeywell, Honeywell’s Counsel, and each of their respective past or present direct or indirect subsidiaries, parents, affiliates, divisions, principals, successors, and predecessors, assigns, officers, directors, shareholders, trustees, partners, members, agents, fiduciaries, contractors, auditors, accountants, executors, administrators, representatives, estates, estate managers, advisors, bankers, consultants, experts, employees, attorneys, insurers, indemnifiers, reinsurers, general or limited partners or partnerships, limited liability companies; and the Immediate Family, representatives, and heirs of the Individual Defendants, as well as any trust of which any Individual Defendant is the settlor or which is for the benefit of any of their Immediate Family; any firm, trust, corporation, or entity in which any Defendant or Honeywell has a controlling interest; and any of the legal representatives, heirs, successors in interest, or assigns of Defendants or Honeywell.

(c) “Unknown Claims” means any and all Released Claims that Plaintiffs or any other Settlement Class Member does not know or suspect to exist in his, her, or its favor at the time of the release of the Released Defendant Parties, and any and all Released Defendants’ Claims that any Released  Defendant Party does not know or suspect to exist in his, her, or its favor at the time of the release of the Released Plaintiff Parties, which if known by him, her, or it might have affected his, her, or its decision(s) with respect to the Settlement, including the decision to object to the terms of the Settlement or to exclude himself, herself, or itself from the Settlement Class.  With respect to any and all Released Claims and Released Defendants’ Claims, the Parties stipulate and agree that, upon the Effective Date, Plaintiffs and the Released Defendant Parties shall expressly, and each other Settlement Class Member shall be deemed to have, and by operation of the Judgment or Alternative Judgment shall have, to the fullest extent permitted by law, expressly waived and relinquished any and all provisions, rights and benefits conferred by any law of any state or territory of the United States or foreign law, or principle of common law, which is similar, comparable, or equivalent to California Civil Code § 1542, which provides:

A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.

Plaintiffs, other Settlement Class Members, or Released Defendant Parties may hereafter discover facts, legal theories, or authorities in addition to or different from those which any of them now knows, suspects, or believes to be true with respect to the Action, the Released Claims, or the Released Defendants’ Claims, but Plaintiffs and Released Defendant Parties shall expressly, fully, finally, and forever settle and release, and each Settlement Class Member shall be deemed to have fully, finally, and forever settled and released, and upon the Effective Date and by operation of the Judgment or Alternative Judgment shall have settled and released, fully, finally, and forever, any and all Released Claims and Released Defendants’ Claims as applicable, without regard to the subsequent discovery or existence of such different or additional facts, legal theories, or authorities. Plaintiffs and Released Defendant Parties acknowledge, and other Settlement Class Members by operation of law shall be deemed to have acknowledged, that the inclusion of “Unknown Claims” in the definition of Released Claims and Released Defendants’ Claims was separately bargained for and was a material element of the Settlement.

The “Effective Date” occurred on October 10, 2023, when an Order entered by the Court approving the Settlement became Final.

Upon the “Effective Date,” the Released Defendant Parties also provide a release of any claims against Plaintiffs and the Settlement Class arising out of or related to the institution, prosecution, or settlement of the claims in the Action.

No.  Unless you properly excluded yourself, you will give up any rights to sue Defendants and the other Released Defendant Parties for any and all Released Claims.  If you have a pending lawsuit against any of the Released Defendant Parties, speak to your lawyer in that case immediately.  You must have excluded yourself from this Settlement Class to continue your own lawsuit if it relates to any Released Claims. 

The exclusion deadline was January 6, 2022 and has passed.

Entwistle & Cappucci LLP and Labaton Sucharow LLP are Co-Lead Counsel in the Action and represent all Settlement Class Members.  You will not be separately charged for these lawyers.  The Court has determined that attorneys’ fees and litigation expenses be Thirteen million and Seven Hundred and Fifty Thousand dollars which will be paid from 25% of the Settlement Fund.  If you wanted to be represented by your own lawyer, you could have hired one at your own expense.

Co-Lead Counsel have been prosecuting the Action on a contingent basis and have not been paid for any of their work.  Co-Lead Counsel have been approved by the Court, on behalf of themselves, other Plaintiffs’ Counsel and certain additional attorneys, for an award of 13,750,000 which is no more than 25% of the Settlement Fund.

Plaintiffs’ Counsel are Co-Lead Counsel, Robbins Geller Rudman & Dowd LLP and Chestnut Cambronne PA.  In addition, Berman Tabacco assisted in the early stages of the investigation and Vanoverbeke, Michaud & Timmony, P.C. and Derryberry & Naifeh, LLP assisted Robbins Geller. Any fee allocations among Plaintiffs’ Counsel and additional counsel will in no way increase the fees that are deducted from the Settlement Fund, and no other attorneys will share the awarded attorneys’ fees.  Co-Lead Counsel will also seek payment of expenses incurred in the prosecution of the Action of no more than $500,000, plus any accrued interest, which may include an application in accordance with the PSLRA for reimbursement of the reasonable costs and expenses of the Plaintiffs directly related to their representation of the Settlement Class.  Any attorneys’ fees and expenses awarded by the Court will be paid from the Settlement Fund.  Settlement Class Members are not personally liable for any such fees or expenses.

The Court held the Settlement Hearing on January 27, 2022 at 9:00 a.m., in Courtroom 7A at the United States District Court for the District of Minnesota, Warren E. Burger Federal Building and U.S. Courthouse, 316 North Robert Street, St. Paul, MN 55101.

At the hearing, the Honorable Wilhelmina M. Wright considered whether: (i) the Settlement is fair, reasonable, adequate, and approved; (ii) the Plan of Allocation is fair and reasonable and approved; and (iii) the application of Co-Lead Counsel for an award of attorneys’ fees and payment of expenses is reasonable and approved.  The Court took into consideration any written objections filed in accordance with the instructions in Question 14 in the Notice.

The Court entered the Class Distribution Order on October 10, 2023. The initial distribution for eligible claimants commenced on March 19, 2024. 

If you do nothing and you are a member of the Settlement Class, you will receive no money from this Settlement and you will be precluded from starting a lawsuit, continuing with a lawsuit, or being part of any other lawsuit against Defendants and the other Released Defendant Parties concerning the Released Claims.  To share in the Net Settlement Fund, you must have submitted a Claim Form (see Question 8 in the Notice).  To start, continue, or be a part of any other lawsuit against Defendants and the other Released Defendant Parties concerning the Released Claims, you must have excluded yourself from the Settlement Class (see Question 10 in the Notice).

Please be advised the deadline to submit a claim, or exclude yourself has passed.

The Notice summarizes the Settlement.  More details are contained in the Stipulation.  You may review the Stipulation filed with the Court or other documents in the case during business hours at the Office of the Clerk of the United States District Court, District of Minnesota, Warren E. Burger Federal Building and U.S. Courthouse, 316 North Robert Street – Suite 100 St. Paul, MN 55101.  (Please check the Court’s website, www.mnd.uscourts.gov, for information about Court closures before visiting.)  Subscribers to PACER, a fee-based service, can also view the papers filed publicly in the Action through the Court’s on-line Case Management/Electronic Case Files System at https://www.pacer.gov.

You can also get a copy of the Stipulation, and other documents related to the Settlement, as well as additional information about the Settlement, by visiting the important documents page of this website or the websites of Co-Lead Counsel, www.entwistle-law.com and www.labaton.com.  You may also call the Claims Administrator toll free at (833) 823-0043 or write to the Claims Administrator at Resideo Technologies Settlement, c/o JND Legal Administration, PO Box 91250, Seattle, WA 98111. 

Please do not call the Court with questions about the Settlement.