Item 1.01 Entry into a Material Definitive Agreement.
On August 9, 2019, InnerWorkings, Inc. (the "Company") entered into a
Cooperation Agreement (the "Cooperation Agreement") with Engaged Capital, LLC
and certain of its affiliates (collectively, "Engaged Capital").
Effective upon execution and delivery of the Cooperation Agreement, the board of
directors of the Company (the "Board") (1) increased the size of the Board from
nine to 11 members, (2) appointed Kirt P. Karros and Marc Zenner (each a "New
Director" and collectively, the "New Directors") to the Board with terms
expiring at the Company's 2019 annual meeting of stockholders (the "2019 Annual
Meeting") and (3) appointed Mr. Karros to the Compensation Committee of the
Board and Mr. Zenner to the Audit Committee of the Board. The Board also agreed
to nominate the New Directors and seven of the nine incumbent directors for
election to the Board at the 2019 Annual Meeting. Pursuant to the Cooperation
Agreement, the size of the Board will be reduced from 11 to nine members
immediately following the conclusion of the 2019 Annual Meeting.
The Cooperation Agreement further provides, among other things, that:
• After the conclusion of the 2019 Annual Meeting and prior to the
conclusion of the 2020 annual meeting of stockholders (the "2020 Annual
Meeting"), for so long as Engaged Capital continuously beneficially owns
at least the lesser of (1) 2.5% and (2) 1,298,537 shares of the Company's
then outstanding common stock ("Common Stock"), subject to adjustment for
stock splits, combinations and recapitalizations (the "Ownership
Minimum"), the size of the Board will not exceed nine directors, unless at
least two-thirds of the directors then serving in office, including both
of the New Directors, approves such increase.
• During the term of the Cooperation Agreement and so long as Engaged
Capital continuously beneficially owns at least the Ownership Minimum,
Engaged Capital is entitled to recommend a replacement independent
director in the event any New Director ceases to be a director of the
Company for any reason unforeseen by Engaged Capital, subject to the
recommendation of the Nominating and Corporate Governance Committee and
the approval of the Board, neither of which can be unreasonably withheld.
• During the term of the Cooperation Agreement, Engaged Capital will be
subject to customary standstill restrictions, including with respect to
acquiring beneficial ownership of more than 9.9% of the Common Stock,
nominating or recommending for nomination any persons for election to the
Board (except as expressly permitted by the Cooperation Agreement),
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
• During the term of the Cooperation Agreement, Engaged Capital will vote
all of its shares of the Company's common stock at all annual and special
meetings as well as in any consent solicitations of the Company's
stockholders (1) in favor of the slate of directors recommended by the
Board, against the election of any director nominee not approved,
recommended and nominated by the Board for election and against any
removal of any director of the Board, (2) at the 2019 Annual Meeting only,
in favor of the named executive officer compensation proposal, (3) at the
2019 Annual Meeting only, in favor of the ratification of the exclusive
forum provision in the Company's Second Amended and Restated By-Laws, and
(4) in accordance with the Board's recommendation for any other matter
(unless Institutional Shareholder Services Inc. issues a contrary
recommendation). Engaged Capital will be permitted to vote on any
proposals relating to an extraordinary transaction in its sole discretion.
• Each party agreed not to disparage the other, subject to certain exceptions.
• Each party agreed not to institute any lawsuit against the other party,
subject to certain exceptions including the seeking of remedies for a
breach of the Cooperation Agreement.
• The Cooperation Agreement will terminate on the earliest to occur of (1)
30 days before the director nomination notice deadline for the 2020 Annual
Meeting, (2) 30 days prior to the first anniversary of the director
nomination notice deadline for the 2019 Annual Meeting and (3) the
consummation of an extraordinary transaction.
The summary above is qualified in its entirety by reference to the full text of
the Cooperation Agreement, a copy of which is filed as Exhibit 10.1 to this
Current Report on Form 8-K and is incorporated herein by reference.
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 in Item 1.01 of this Current Report on Form 8-K is
incorporated herein by reference.
Pursuant to the Cooperation Agreement described above in Item 1.01, on August 9,
2019, the Board increased its size from nine to 11 directors and appointed Kirt
P. Karros and Marc Zenner to the Board. The New Directors' terms will expire at
the 2019 Annual Meeting. If re-elected at the 2019 Annual Meeting, they will
serve a one-year term expiring at the 2020 Annual Meeting. Mr. Karros was
appointed to the Compensation Committee of the Board and Mr. Zenner was
appointed to the Audit Committee of the Board.
Kirt P. Karros is the Senior Vice President, Finance and Treasurer of Hewlett
Packard Enterprise. Mr. Karros previously served in the same capacity and as
head of Investor Relations for Hewlett Packard Company. Prior to HP, Mr. Karros
was a Principal and Managing Director of Research for Relational Investors and a
member of the Investment Committee. Previously, Mr. Karros was an investment
banker at Relational Advisors and was a tax manager at Arthur Andersen LLP. Mr.
Karros previously served on the board of PMC-Sierra, Inc. and was a member of
the Compensation Committee. Mr. Karros received a received a M.S. and B.B.A.,
summa cum laude, from San Diego State University. He is a Certified Public
Accountant and holds the professional designation of Chartered Financial
Marc Zenner retired from investment banking in September 2017 after having spent
10 years at J.P. Morgan and 6 years at Citigroup. At J.P. Morgan, Mr. Zenner was
a Managing Director and Global Co-Head of Corporate Finance Advisory. At
Citigroup, he was a Managing Director and Global Head of the Financial Strategy
Group. In addition to investment banking, Mr. Zenner also had a distinguished
career as a professor of finance at the University of North Carolina Chapel
Hill, Kenan-Flagler Business School. Mr. Zenner received an undergraduate degree
in business engineering from the Katholieke Universiteit in Leuven. He received
an M.B.A. from City University in London, England, and a Ph.D. in Financial
Economics from Purdue University. Mr. Zenner currently serves on the board of
directors of OneSpan Inc. (Nasdaq: OSPN), where he is a member of the Audit
Committee, Compensation Committee and Corporate Governance and Nominating
Committee, and on the board of directors of Sentinel Energy Services (NASDAQ:
STNL), where he is the Chairman of the Audit Committee and a member of the
Nominating and Corporate Governance Committee.
For their service as non-employee directors, the New Directors will be entitled
to receive compensation and indemnification in accordance with the Company's
standard compensation and indemnification arrangements for non-employee
directors, which are described under the heading "2018 Director
Compensation-Summary of Director Compensation" in the Company's Amendment No. 1
to its Annual Report on Form 10-K filed with the SEC on April 30, 2019.
Other than as described in Item 1.01 above, there are no arrangements or
understandings between either of the New Directors and any other person pursuant
to which either New Director was appointed as a director. Neither of the New
Directors has a direct or indirect material interest in any transaction required
to be disclosed pursuant to Item 404(a) of Regulation S-K.
In connection with the Cooperation Agreement, incumbent directors J. Patrick
Gallagher, Jr. and Linda S. Wolf decided not to stand for re-election at the
2019 Annual Meeting.
Item 8.01 Other Events.
On August 9, 2019, the Company issued a press release announcing the matters
described above. A copy of the press release is attached hereto as Exhibit 99.1
and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
Exhibit No. Description
10.1 Cooperation Agreement dated August 9, 2019, by and among
InnerWorkings, Inc., Engaged Capital, LLC, Engaged Capital Flagship
Master Fund, LP, Engaged Capital Flagship Fund, LP, Engaged Capital
Flagship Fund, Ltd., Engaged Capital Holdings, LLC and Glenn W.
99.1 Press Release regarding Cooperation Agreement dated August 9, 2019
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