Item 1.01. Entry into a Material Definitive Agreement.
On
Pursuant to the Agreement, the Company agreed to (i) increase the size of the
Company's Board of Directors (the "Board") from ten to twelve directors and (ii)
include two independent directors,
In addition, subject to the election of the Designees at the 2020 Annual
Meeting, the Board agreed to appoint (i) Martell to the Board's Compensation
Committee, (ii) Welch to the Board's Audit Committee and (iii) each of Martell
and Welch to the Board's new
With respect to the 2020 Annual Meeting, Saddle Point and
Saddle Point also agreed to certain customary standstill provisions, effective as of the date of the Agreement through until (i) the earlier of (x) 30 days prior to the deadline for the submission of stockholder nominations for the Company's 2021 annual meeting of stockholders (the "2021 Annual Meeting") and (y) 100 days prior to the one-year anniversary of the 2020 Annual Meeting, or (ii) in the event that the Designees are nominated to the Board at the 2021 Annual Meeting, the date that is the earlier of (x) 30 days prior to the deadline for the submission of stockholder nominations for the Company's 2022 annual meeting stockholders and (y) 100 days prior to the one-year anniversary of the 2021 Annual Meeting. The standstill provisions prohibit Saddle Point from, among other things: (i) soliciting proxies to vote for the election of individuals to the Board or to approve stockholder proposals, (ii) entering into a voting agreement or "group" with other stockholders of the Company, other than affiliates of Saddle Point, (iii) encouraging any person to submit nominees in furtherance of a contested solicitation for the appointment, election or removal of directors or (iv) soliciting consents from stockholders or otherwise acting or seeking to act by written consent.
The Company and Saddle Point also made certain customary representations, agreed to mutual non-disparagement provisions and agreed to the issuance of a joint press release announcing certain terms of the Agreement.
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Item 8.01. Other Events.
On
The information furnished in Item 8.01 and Exhibit 99.1 are not deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), is not subject to the liabilities of that section and is not deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act.
Forward-Looking Statements
This Current Report may contain forward-looking statements. When we use words
such as "believes," "expects," "anticipates," "estimates" or similar
expressions, we are making forward-looking statements. Forward-looking
statements are prospective in nature and are not based on historical facts, but
rather on current expectations and projections of our management about future
events and are therefore subject to risks and uncertainties which could cause
actual results to differ materially from the future results expressed or implied
by the forward-looking statements. Factors that could cause such differences
include, among others, developments in the COVID-19 pandemic and the resulting
impact on our business and results of operations, SOP pricing volatility,
foreign exchange rate volatility in the jurisdictions in which we operate, the
volume and size of any recall events, changes in governmental regulation of the
collection, transportation, treatment and disposal of regulated waste or the
proper handling and protection of personal and confidential information, the
level of government enforcement of regulations governing regulated waste
collection and treatment or the proper handling and protection of personal and
confidential information, decreases in the volume of regulated wastes or
personal and confidential information collected from customers, the ability to
implement our ERP system, charges related to portfolio rationalization or the
failure of divestitures to achieve the desired results, failure to consummate
transactions with respect to non-core businesses, including the risk that the
Domestic Environmental Solutions transaction may not be completed in a timely
manner or at all, the failure to satisfy the conditions to the consummation of
such transaction, including the receipt of certain governmental and regulatory
approvals, the effect of the announcement or pendency of the Domestic
Environmental Solutions transaction on
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We disclaim any obligation to update or revise any forward-looking or other statements contained herein other than in accordance with legal and regulatory obligations.
Item 9.01.Financial Statements and Exhibits.
(d) Exhibits:
Exhibit No. Description 10.1 Cooperation Agreement, dated ofMarch 26, 2020 , betweenStericycle, Inc. andSaddle Point Management, L.P. 99.1 Press Release issued by the Company and Saddle Point onMarch 27, 2020 . 104 Cover Page Interactive Data File (embedded within the Inline XBLR document).
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