QUOTIENT TECHNOLOGY INC. : Entry into a Material Definitive Agreement, Change in Directors or Principal Officers, Regulation FD Disclosure, Financial Statements and Exhibits (form 8-K)

Item 1.01. Entry into a Material Definitive Agreement.

On May 16, 2022, Quotient Technology Inc. (the “Company”) entered into a
Cooperation Agreement (the “Cooperation Agreement”) with Engaged Capital, LLC
and certain of its affiliates (collectively, the “Engaged Group“).

Pursuant to the Cooperation Agreement, the Board of Directors of the Company
(the “Board”) has appointed (i) Matthew O’Grady to the Board to serve as a
Class II director with a term expiring at the 2022 annual meeting of
stockholders (the “2022 Annual Meeting”) and (ii) Joseph Reece (together with Mr. O’Grady, the “New Directors”) to the Board to serve as a Class III director
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, Mr. O’Grady to the Nominating and Corporate
Governance Committee and Mr. Reece to the Compensation Committee. Mr. O’Grady has also been appointed to serve as Lead Independent Director for the duration
of the Cooperation Agreement.

Pursuant to the Cooperation Agreement, the Board’s nominees for election at the
2022 Annual Meeting will be Robert McDonald, Chair of the Board and a current
Class II director, Matthew O’Grady, who became a Class II director effective on
the date of Cooperation Agreement, and Matthew Krepsik, the Company’s Chief
Technology Officer since June 2021 and its designee to be the Company’s next
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, Steven Boal, the Company’s Chief
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
legal counsel.

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.

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     •    During the term of the Cooperation Agreement and for so long as the
          Engaged Group continuously 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 Group will be entitled to recommend
          a replacement independent director who is not an affiliate of the Engaged
          Group in 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 Committee and the Board, such
          approval not to be unreasonably withheld.



     •    During the term of the Cooperation Agreement, the Engaged Group will 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 Group will vote
          all shares of Common Stock and voting securities beneficially owned,
          directly or indirectly, by the Engaged Group at 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 Group will 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 Group withdrew 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.

Matthew O’Grady, age 61, currently serves as an Executive Media Consultant at
12th Street Measurement, a media and data consulting firm he founded in January
2021. Prior to that, Mr. O’Grady served as Global Commercial President of
International Media at Nielsen Holdings plc (“Nielsen”), an information, data
and market measurement firm, from February 2019 to December 2020. Previously, Mr. O’Grady served as Chief Executive Officer of Nielsen Catalina Solutions, a
purchase-based ad targeting and return on advertising spend (ROAS) measurement
firm, from January 2016 to January 2019. Mr. O’Grady served as Executive Vice
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, Mr. O’Grady served as President of Claritas, LLC, a
data-driven marketing company, from 2007 to 2009, where he also served as
Executive Vice President, Sales & Client Service from 2000 to 2007. Mr. O’Grady’s prior professional experience also includes, among other
positions, serving as Group Vice President, Product Management & Client Service
at National Decision Systems Inc., an analytics provider, and Regional Sales
Vice President of Equifax Inc., a multinational consumer credit reporting
agency. Mr. O’Grady has served as a Strategic Advisor to each of Beatgrid Media
B.V., an AdTech measurement company, since May 2021, and NEXT Boatworks, LLC, a
coastal rowing craft company, since August 2021. Mr. O’Grady previously served
on the boards of directors of Nielsen Admosphere, a.s., a research agency part
of the Nielsen network (from January 2019 to December 2020), Nielsen IBOPE
México S.A. de C.V., a business to business service subsidiary of Nielsen (from
January 2019 to November 2020), Media Behavior Institute LLC, a company engaged
in developing tools, services and projects to understand and measure multimedia
(from 2011 to 2014), Scarborough Research, a market research subsidiary of
Nielsen (from 2011 to 2013), and The Direct Marketing Association (n/k/a Data &
Marketing Association), a trade association for marketers (from 2008 to 2012). Mr. O’Grady earned his B.S. in Environmental Science from the University of
California at Santa Barbara.

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, Mr. O’Grady will 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
$250,000 divided by the closing price of the Company’s stock on the fifth
trading day of the month immediately following the month in which Mr. O’Grady became a director. Starting on the date of the 2022 Annual Meeting and subject
to his continued service on the date of grant, Mr. O’Grady will also receive an
annual equity award consistent with the terms of the Director Compensation
Policy, as then in effect. Mr. O’Grady will receive an annual cash retainer of
$37,500 for his service as a director, an additional annual cash retainer of
$15,000 for serving as Lead Independent

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Director, and $3,500 for his membership on the Company’s Nominating and
Corporate Governance Committee, to be paid in 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.

Joseph Reece, age 60, is a Co-Founder and Managing Member of SilverBox Capital
LLC. He founded Helena Capital, LLC, a merchant bank, in April 2015, served as
its Chief Executive Officer until January 2017, and in October 2018 re-assumed
the Chief Executive Officer role. Mr. Reece also served as Consultant to BDT &
Company from October 2019 to November 2021. He previously served as Executive
Vice Chairman and Head of UBS Securities, LLC’s Investment Bank for the Americas
from February 2017 to September 2018. Prior to that, he was at Credit Suisse
from 1997 to 2015, in roles of increasing responsibility, including eventually
serving as Global Head of Equity Capital Markets and Co-Head of Credit Risk. His
prior experience includes practicing as an attorney for ten years, including at
the law firm of Skadden, Arps, Slate, Meagher & Flom LLP and at the Securities
and Exchange Commission. Mr. Reece has been a member of the board of directors
of Compass Minerals International, Inc. since 2019 and has been Chairman since
May 2021. He also previously served as a member of the board of directors of
SilverBox Engaged Merger Corp I; of UBS Securities, LLC; of Atlas Technical
Consultants, Inc. and its predecessor company, Boxwood Merger Corp.; of Del
Frisco’s Restaurant Group, Inc.; of RumbleOn, Inc.; of CST Brands, Inc.; and of
LSB Industries, Inc. Mr. Reece earned his B.S., M.B.A. and J.D. from the
University of Akron and his LL.M from the Georgetown University Law Center.

In connection with his service as a director and consistent with the Director
Compensation Policy in effect on the date of his appointment, Mr. Reece will
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 $250,000 divided by the closing price
of the Company’s stock on the fifth trading day of the month immediately
following the month in which Mr. Reece became a director. Starting on the date
of the 2022 Annual Meeting and subject to his continued service on the date of
grant, Mr. Reece will also receive an annual equity award consistent with the
terms of the Director Compensation Policy, as then in effect. Mr. Reece will
receive an annual cash retainer of $37,500 for his service as a director and
$6,250 for his membership on the Company’s Compensation Committee, to be paid in
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.

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. . .

Item 7.01. Regulation FD Disclosure.

On May 17, 2022, the Company issued a press release announcing the matters
addressed above. A copy of the press release is furnished with this report as
Exhibit 99.1.

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, LLC and certain of its affiliates, dated May 16, 2022


99.1          Press Release dated May 17, 2022

104         Cover Page Interactive Data File (formatted as Inline XBRL and
            contained in Exhibit 101)

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