Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Departure of Director
On December 30, 2022, Matthew O'Grady notified Quotient Technology Inc. (the
"Company") and its Board of Directors (the "Board") of his resignation from the
Board, effective December 31, 2022, in order to pursue other opportunities. Mr.
O'Grady's decision to resign was not the result of any disagreement with the
Company on any matter relating to the Company's operations, policies or
practices.
At the time of his resignation, Mr. O'Grady was one of two directors serving on
the Board pursuant to the Cooperation Agreement ("Cooperation Agreement")
entered into as of May 16, 2022 by and among the Company, Engaged Capital, LLC
and certain of its affiliates (Engaged Capital, LLC and such affiliates,
collectively, the "Engaged Group"). The Cooperation Agreement provides that the
Engaged Group has the right, subject to the fulfillment of certain terms and
conditions, to identify and recommend to the Board a director to be appointed to
fill the vacancy created by Mr. O'Grady's resignation. The Cooperation Agreement
is included as an exhibit to the Current Report on Form 8-K filed by the Company
with the Securities and Exchange Commission on May 18, 2022.
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