Item 1.01. Entry into a Material Definitive Agreement.
Cooperation Agreement (the “Cooperation Agreement”) with
and certain of its affiliates (collectively, the “
Pursuant to the Cooperation Agreement, the Board of Directors of the Company
(the “Board”) has appointed (i)
Class II director with a term expiring at the 2022 annual meeting of
stockholders (the “2022 Annual Meeting”) and (ii)
with a term expiring at the Company’s 2023 annual meeting of stockholders (the
“2023 Annual Meeting”). In addition, subject to applicable rules and laws, the
Board and all applicable committees of the Board will take all actions necessary
to appoint, as soon as practicable,
of the Cooperation Agreement.
Pursuant to the Cooperation Agreement, the Board’s nominees for election at the
2022 Annual Meeting will be
Class II director,
the date of Cooperation Agreement, and
Technology Officer since
Chief Executive Officer.
The Company has also agreed to seek stockholder approval at the 2022 Annual
Meeting of an amendment to the Company’s Amended and Restated Certificate of
Incorporation to declassify the Board (the “Declassification Proposal”). If the
Declassification Proposal is approved by stockholders, (i) the directors
nominated for election at the 2022 Annual Meeting and those nominated at
subsequent annual meetings of stockholders would be elected to one-year terms,
and (ii) the directors serving in Class III and Class I as of immediately prior
to the 2022 Annual Meeting would complete their three-year terms, ending at the
2023 and 2024 annual meetings of stockholders, respectively. If the
Declassification Proposal is not approved by stockholders, the Board’s nominees
would stand for election to three-year terms as Class II directors.
Under the terms of the Cooperation Agreement,
Executive Officer and a member of the Board, will retire as Chief Executive
Officer no later than the 2022 Annual Meeting, will not stand for reelection as
a director at the 2022 Annual Meeting and thereafter will not serve as a
director, officer or employee of the Company and will not have an advisory role
with, or be engaged or retained by, the Company without the unanimous approval
of the Board, subject to certain limited exceptions.
Also pursuant to the Cooperation Agreement, the previously-formed Strategic
Committee will be reconstituted to consist of four independent directors, two of
whom will be Messrs. O’Grady and Reece, and will hire financial advisors and
The Cooperation Agreement further provides, among other things, that:
• During the term of the Cooperation Agreement, the number of authorized directors on the Board will not exceed ten directors without the consent of the
Engaged Group, with such consent not to be unreasonably withheld.
• During the term of the Cooperation Agreement and for so long as the
Engaged Groupcontinuously beneficially owns in the aggregate at least the lesser of (i) 2.5% of outstanding shares of the Company's common stock (the "Common Stock") and (ii) 2,373,037 shares of Common Stock (subject to adjustment for stock splits, reclassifications, combinations and similar adjustments), the Engaged Groupwill be entitled to recommend a replacement independent director who is not an affiliate of the Engaged Groupin the event any New Director ceases to be a director of the Company for any reason, subject to certain conditions and the approval of the Nominating and Corporate Governance Committeeand the Board, such approval not to be unreasonably withheld. • During the term of the Cooperation Agreement, the Engaged Groupwill be subject to customary standstill restrictions, including with respect to nominating persons for election to the Board, submitting any proposal for consideration at any stockholder meeting and soliciting any proxy, consent or other authority to vote from stockholders or conducting any other referendum (including any "withhold," "vote no" or similar campaign), and acquiring beneficial ownership of, or economic exposure to, more than 9.9% of the Common Stock for so long as the Company's Tax Benefits Preservation Plan and the rights established thereunder remain in force. • During the term of the Cooperation Agreement, the Engaged Groupwill vote all shares of Common Stock and voting securities beneficially owned, directly or indirectly, by the Engaged Groupat all annual and special meetings as well as in any consent solicitations of the Company's stockholders (i) in favor of the nominees for director recommended by the Board, (ii) in favor of the Declassification Proposal and (iii) in accordance with the Board's recommendation with respect to any other matter (unless Institutional Shareholder Services Inc.issues a contrary recommendation, except as related to the election of directors or the Declassification Proposal). The Engaged Groupwill be permitted to vote on any proposals relating to an Extraordinary Transaction (as such term is defined in the Cooperation Agreement) in its sole discretion. • Each party agreed not to disparage the other party, subject to certain exceptions. • During the term of the Cooperation Agreement, each party agreed not to institute a lawsuit against the other party, subject to certain exceptions including the seeking of remedies for a breach of the Cooperation Agreement. Additionally, during the term of the Cooperation Agreement and for an additional two years after its termination, each party agreed not to institute a lawsuit against the other party relating to or arising out of any event occurring on or prior to the date of the Cooperation Agreement. • The Engaged Groupwithdrew its director nominations for the 2022 Annual Meeting. • The Cooperation Agreement will terminate on the earliest to occur of (i) 30 calendar days prior to the notice deadline under the Company's Amended and Restated Bylaws for the nomination of director candidates for election to the Board at the 2023 Annual Meeting, (ii) 120 calendar days . . .
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
The information set forth under Item 1.01 of this Form 8-K is incorporated
herein by reference.
12th Street Measurement, a media and data consulting firm he founded in
International Media at Nielsen Holdings plc (“Nielsen”), an information, data
and market measurement firm, from
purchase-based ad targeting and return on advertising spend (ROAS) measurement
President & Managing Director of Local Media for Nielsen from 2012 to 2015,
where he also served as Executive Vice President, Audience Measurement from 2009
to 2012. Prior to that,
data-driven marketing company, from 2007 to 2009, where he also served as
Executive Vice President, Sales & Client Service from 2000 to 2007.
positions, serving as Group Vice President, Product Management & Client Service
Vice President of Equifax Inc., a multinational consumer credit reporting
coastal rowing craft company, since
on the boards of directors of Nielsen Admosphere, a.s., a research agency part
of the Nielsen network (from
in developing tools, services and projects to understand and measure multimedia
(from 2011 to 2014),
Nielsen (from 2011 to 2013), and The
In connection with his service as a director and consistent with the Company’s
director compensation policy (the “Director Compensation Policy”) in effect on
the date of his appointment,
non-employee director cash and equity compensation, including an initial award
of restricted stock units with the number of restricted stock units equal to
trading day of the month immediately following the month in which
to his continued service on the date of grant,
annual equity award consistent with the terms of the Director Compensation
Policy, as then in effect.
Corporate Governance Committee
immediately preceding fiscal quarter and pro-rated for the first fiscal quarter
during which he serves as a director based on the number of days served after
the effective date of his appointment.
its Chief Executive Officer until
the Chief Executive Officer role.
Vice Chairman and Head of
from 1997 to 2015, in roles of increasing responsibility, including eventually
serving as Global Head of
prior experience includes practicing as an attorney for ten years, including at
the law firm of
and Exchange Commission
of Compass Minerals International, Inc. since 2019 and has been Chairman since
SilverBox Engaged Merger Corp I; of
Consultants, Inc. and its predecessor company,
Frisco’s Restaurant Group, Inc.
LSB Industries, Inc.
In connection with his service as a director and consistent with the Director
Compensation Policy in effect on the date of his appointment,
receive the Company’s standard non-employee director cash and equity
compensation, including an initial award of restricted stock units with the
number of restricted stock units equal to
of the Company’s stock on the fifth trading day of the month immediately
following the month in which
of the 2022 Annual Meeting and subject to his continued service on the date of
terms of the Director Compensation Policy, as then in effect.
receive an annual cash retainer of
quarterly installments for the immediately preceding fiscal quarter and
pro-rated for the first fiscal quarter during which he serves as a director
based on the number of days served after the effective date of his appointment.
In connection with their appointments, the Company and each of each of Messrs.
O’Grady and Reece will enter into the Company’s standard form of director
indemnity agreement (the “Indemnity Agreement”). In addition to the
indemnification required in the Company’s Amended and Restated Certificate of
Incorporation and Amended and Restated Bylaws, the Indemnity Agreement with each
of Messrs. O’Grady and Reece generally provides for the indemnification of the
director for all reasonable expenses and liabilities incurred in connection with
any action or proceeding brought against him by reason of the fact that he is or
was serving in such capacity, to the extent indemnifiable under the law.
. . .
Item 7.01. Regulation FD Disclosure.
addressed above. A copy of the press release is furnished with this report as
The information in this Item 7.01 and in the press release is being furnished
and shall not be deemed “filed” for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended, and shall not be deemed incorporated by
reference into any filing made under the Securities Act of 1933, as amended,
except as expressly set forth by specific reference in such filing. The
furnishing of the information in Item 7.01 of this report and the press release
is not intended to, and does not, constitute a determination or admission by the
Company that such information is material or complete, or that investors should
consider this information before making an investment decision with respect to
any security of the Company.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 10.1 Cooperation Agreement, by and between
Quotient Technology Inc., Engaged Capital, LLCand certain of its affiliates, dated May 16, 202299.1 Press Release dated May 17, 2022104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
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