Item 1.01 Entry into a Material Definitive Agreement.
Fourth Amended and Restated Cooperation Agreement
On
Pursuant to the Fourth A&R Cooperation Agreement, SRS has agreed to continue
abiding by certain standstill provisions during a standstill period ending on
the earlier of (i)
Pursuant to the Fourth A&R Cooperation Agreement, during the Standstill Period, SRS is entitled to continue to designate two persons to serve as members of the Board, and has the additional right to name a third designee (each, an "Applicable Director"). The Fourth A&R Cooperation Agreement provides that should SRS exercise its right to designate a third person to serve as a member of the Board, the Company shall (i) take such action as is required to expand the size of the Board to seven directors, and (ii) have the right, but not the obligation, to further expand the size of the Board to eight directors, which eighth director shall be designated by a majority of the directors of the Board not designated by SRS. The Company has agreed to include SRS' director designees in the Company's slate of nominees for election to the Board, and to recommend that the Company's stockholders vote in favor of the election of such nominees, at each meeting of the Company's stockholders occurring during the Standstill Period at which directors are to be elected.
Consistent with the Prior Agreement, under the terms of the Fourth A&R Cooperation Agreement, the size of each of the Corporate Governance Committee and the Compensation Committee will be set at no fewer than two and no more than three members, all of whom must qualify as "independent" of the Company pursuant to the applicable stock exchange listing requirements (unless otherwise permitted by such stock exchange requirements). The Fourth A&R Cooperation Agreement also provides that during the Standstill Period, (i) SRS will be entitled to appoint one Applicable Director to each of the Corporate Governance Committee and the Compensation Committee of the Board, (ii) the Applicable Director appointed by SRS to the Compensation Committee will serve as the Chair of such committee, and (iii) SRS will be entitled to designate an Applicable Director to serve as the Vice Chairman of the Board.
During the Standstill Period, SRS has agreed to vote its
Additionally, pursuant to the Fourth A&R Cooperation Agreement, for so long as
SRS beneficially owns 5% or more of the outstanding
The foregoing summary of the Fourth A&R Cooperation Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Fourth A&R Cooperation Agreement, a copy of which is attached as Exhibit 10.1 hereto and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 10.1 Fourth Amended and Restated Cooperation Agreement, dated as ofDecember 23, 2022 , by and amongAvis Budget Group, Inc. ,SRS Investment Management, LLC and certain of its affiliates. 104 The cover page from this Current Report on Form 8-K formatted in Inline XBRL (included as Exhibit 101).
© Edgar Online, source