QUOTIENT TECHNOLOGY INC. Item 1.01. Entry into a Material Definitive Agreement.
On
Pursuant to the Cooperation Agreement, the Board of Directors of the Company
(the "Board") has appointed (i)
Pursuant to the Cooperation Agreement, the Board's nominees for election at the
2022 Annual Meeting will be
The Company has also agreed to seek stockholder approval at the 2022 Annual Meeting of an amendment to the Company's Amended and Restated Certificate of Incorporation to declassify the Board (the "Declassification Proposal"). If the Declassification Proposal is approved by stockholders, (i) the directors nominated for election at the 2022 Annual Meeting and those nominated at subsequent annual meetings of stockholders would be elected to one-year terms, and (ii) the directors serving in Class III and Class I as of immediately prior to the 2022 Annual Meeting would complete their three-year terms, ending at the 2023 and 2024 annual meetings of stockholders, respectively. If the Declassification Proposal is not approved by stockholders, the Board's nominees would stand for election to three-year terms as Class II directors.
Under the terms of the Cooperation Agreement,
Also pursuant to the Cooperation Agreement, the previously-formed Strategic Committee will be reconstituted to consist of four independent directors, two of whom will be Messrs. O'Grady and Reece, and will hire financial advisors and legal counsel.
The Cooperation Agreement further provides, among other things, that:
• During the term of the Cooperation Agreement, the number of authorized
directors on the Board will not exceed ten directors without the consent
of the Engaged Group , with such consent not to be unreasonably withheld.
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• During the term of the Cooperation Agreement and for so long as the
Engaged Group continuously beneficially owns in the aggregate at least
the lesser of (i) 2.5% of outstanding shares of the Company's common
stock (the "Common Stock") and (ii) 2,373,037 shares of Common Stock
(subject to adjustment for stock splits, reclassifications, combinations
and similar adjustments), the Engaged Group will be entitled to recommend
a replacement independent director who is not an affiliate of the Engaged
Group in the event any New Director ceases to be a director of the
Company for any reason, subject to certain conditions and the approval of
the Nominating and Corporate Governance Committee and the Board, such
approval not to be unreasonably withheld.
• During the term of the Cooperation Agreement, the Engaged Group will be
subject to customary standstill restrictions, including with respect to
nominating persons for election to the Board, submitting any proposal for
consideration at any stockholder meeting and soliciting any proxy,
consent or other authority to vote from stockholders or conducting any
other referendum (including any "withhold," "vote no" or similar
campaign), and acquiring beneficial ownership of, or economic exposure
to, more than 9.9% of the Common Stock for so long as the Company's Tax
Benefits Preservation Plan and the rights established thereunder remain
in force.
• During the term of the Cooperation Agreement, the Engaged Group will vote
all shares of Common Stock and voting securities beneficially owned,
directly or indirectly, by the Engaged Group at all annual and special
meetings as well as in any consent solicitations of the Company's
stockholders (i) in favor of the nominees for director recommended by the
Board, (ii) in favor of the Declassification Proposal and (iii) in
accordance with the Board's recommendation with respect to any other
matter (unless Institutional Shareholder Services Inc. issues a contrary
recommendation, except as related to the election of directors or the
Declassification Proposal). The Engaged Group will be permitted to vote
on any proposals relating to an Extraordinary Transaction (as such term
is defined in the Cooperation Agreement) in its sole discretion.
• Each party agreed not to disparage the other party, subject to certain
exceptions.
• During the term of the Cooperation Agreement, each party agreed not to
institute a lawsuit against the other party, subject to certain
exceptions including the seeking of remedies for a breach of the
Cooperation Agreement. Additionally, during the term of the Cooperation
Agreement and for an additional two years after its termination, each
party agreed not to institute a lawsuit against the other party relating
to or arising out of any event occurring on or prior to the date of the
Cooperation Agreement.
• The Engaged Group withdrew its director nominations for the 2022 Annual
Meeting.
• The Cooperation Agreement will terminate on the earliest to occur of (i)
30 calendar days prior to the notice deadline under the Company's Amended
and Restated Bylaws for the nomination of director candidates for
election to the Board at the 2023 Annual Meeting, (ii) 120 calendar days
. . .
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
The information set forth under Item 1.01 of this Form 8-K is incorporated herein by reference.
In connection with his service as a director and consistent with the Company's
director compensation policy (the "Director Compensation Policy") in effect on
the date of his appointment,
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Director, and
In connection with his service as a director and consistent with the Director
Compensation Policy in effect on the date of his appointment,
In connection with their appointments, the Company and each of each of Messrs. O'Grady and Reece will enter into the Company's standard form of director indemnity agreement (the "Indemnity Agreement"). In addition to the indemnification required in the Company's Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws, the Indemnity Agreement with each of Messrs. O'Grady and Reece generally provides for the indemnification of the director for all reasonable expenses and liabilities incurred in connection with any action or proceeding brought against him by reason of the fact that he is or was serving in such capacity, to the extent indemnifiable under the law.
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. . .
Item 7.01. Regulation FD Disclosure.
On
The information in this Item 7.01 and in the press release is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and shall not be deemed incorporated by reference into any filing made under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing. The furnishing of the information in Item 7.01 of this report and the press release is not intended to, and does not, constitute a determination or admission by the Company that such information is material or complete, or that investors should consider this information before making an investment decision with respect to any security of the Company.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 10.1 Cooperation Agreement, by and betweenQuotient Technology Inc. ,Engaged Capital, LLC and certain of its affiliates, datedMay 16, 2022 99.1 Press Release datedMay 17, 2022 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
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