Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The Registrant's Board of Directors acted at its regular quarterly meeting held on January 22, 2013 to promote John F. Wilson to President and Chief Operating Officer of the Registrant.

The information required by Items 401(b), (d), (e) and Item 404(a) of Regulation S-K is included in the Company's Annual Report on Form 10-K for the year ended December 31, 2011.

In connection with the promotion of Mr. Wilson, Mr. Wilson received an increase in his annual salary from $400,000 to $525,000.

The Registrant's press release announcing the foregoing and certain other promotions is filed herewith as an exhibit.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

The Registrant's Board of Directors adopted resolutions approving an amendment to the Registrant's Bylaws to establish the office of vice chairman of the Registrant and designate the vice chairmen in lieu of the president of the Registrant as the chief executive officer of the Registrant. This amendment was adopted by the Board of Directors at its regular quarterly meeting held on January 22, 2013. The Amended and Restated Bylaws, as so amended, is filed herewith as an exhibit.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits. Exhibit Number Description 3.1 Amended and Restated Bylaws 99.1 Press Release dated January 23, 2013, captioned "Rollins Board of Directors announces Executive Promotions"

---