On February 21, 2024, Engaged Capital, LLC announced that On February 20, 2024, Engaged Capital entered into a Cooperation Agreement with Nevro Corp. Pursuant to the Cooperation Agreement, the Company temporarily increased the size of the Board of Directors by 1 member and appointed Kirt P. Karros as a director with a term expiring at the Company?s 2024 annual meeting of stockholders, whereat he will be nominated for re-election alongside nine incumbent directors such that the size of the Board shall be reduced to ten members effective as of the 2024 Annual Meeting, and shall not be further increased prior to the Termination Date (as defined below) without Engaged Capital? consent.

The Company also agreed to appoint Karros to the Audit Committee of the Board and to amend the charter of such committee to expressly provide the Audit Committee with the authority to make recommendations to the Board regarding significant capital allocation decisions and the Company?s capital allocation policy. In addition, Engaged Capital stated that the Company and the Engaged Group have determined to come to an agreement with respect to the composition of the Board of Directors of the Company and certain other matters, as provided in this Agreement.