Item 1.01. Entry into a Material Definitive Agreement
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Pursuant to the Cooperation Agreement, the Company has agreed to take such
actions as are necessary to (i) cause or accept the resignation of three current
directors of the Company (the "Director Resignations") from the Company's board
of directors (the "Board"), (ii) appoint each of
Pursuant to the Cooperation Agreement, JANA will cause the irrevocable
withdrawal of the nomination notice, dated
The Cooperation Agreement requires that, until the Termination Date (as defined below), the number of directors of the Company constituting the Board (i) not exceed 11, including the Agreed Nominees, and (ii) not be decreased if such decrease would require the resignation of an Agreed Nominee.
The Cooperation Agreement provides that if, at any time during the Cooperation Period (as defined below), an Agreed Nominee resigns or otherwise refuses to or is unable to maintain his or her director role, (i) if such Agreed Nominee is the JANA Nominee, JANA will, except in limited circumstances, be entitled to designate a replacement director that is reasonably acceptable to the Board and (ii) if such Agreed Nominee is the Mutual Nominee, the Company and JANA will mutually agree on a replacement director. For purposes of the Cooperation Agreement, a replacement director for a JANA Nominee would be deemed the JANA Nominee, and a replacement director for the Mutual Nominee would be deemed the Mutual Nominee.
In connection with the Cooperation Agreement, the JANA Nominee has submitted an irrevocable resignation letter resigning as a director of the Company effective only upon, and subject to, the occurrence of a material breach by JANA of certain of its obligations under the Cooperation Agreement, provided that if such breach is capable of being cured, such resignation will not be effective unless such breach is not cured within three business days after receipt by JANA of written notice from the Company specifying such material breach.
Under the terms of the Cooperation Agreement, JANA is subject to customary
standstill restrictions during the "Cooperation Period," which is the period
from the date of the Cooperation Agreement until the date that is the earlier of
(i) 30 calendar days prior to the expiration of the Company's advance notice
period for the nomination of directors at the 2023 annual meeting of the
Company's stockholders and (ii) 120 days prior to the first anniversary of the
2022 Annual Meeting (the "Termination Date"). Under the standstill restrictions,
JANA may not, among other things and subject to certain exceptions, engage in
transactions resulting in JANA's beneficial or other ownership interest in the
Company's common stock reaching 12.50%; sell securities of the Company to a
third party that, to JANA's knowledge, would result in the third party having a
beneficial or other ownership interest of more than 4.9% of the Company's common
stock; submit or support a proposal for an extraordinary transaction involving
the Company; take any action with respect to the Company that would, or would
reasonably be expected to, result in the Company having to make a public
announcement or disclosure; make any public disclosure regarding any intent,
purpose, plan or proposal with respect to the Board, the Company, the Company's
management, policies or affairs, any of the Company's securities or assets or
the Cooperation Agreement that is inconsistent with the Cooperation Agreement;
seek a special meeting of the Company's stockholders or submit any stockholder
proposal; seek or propose to participate in the solicitation of proxies with
respect to any securities of the Company; demand to inspect books and records
pursuant to Section 220 of the General Corporation Law of the
The Cooperation Agreement includes customary mutual non-disparagement obligations applicable during the Cooperation Period.
The foregoing description does not purport to be complete and is qualified in its entirety by reference to the Cooperation Agreement, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
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Item 9.01 Financial Statements and Exhibits (d) Exhibits Exhibit Number Description Cooperation Agreement, datedJune 6, 2022 , by and betweenNew Relic, Inc. 10.1 andJANA Partners LLC Cover Page Interactive Data File - the cover page XBRL tags are embedded 104 within the Inline XBRL document.
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