Item 1.01 Entry into a Material Definitive Agreement.
Pursuant to the terms of the Agreement, the parties have agreed to refrain from
litigation against the other, and Driver has agreed to certain customary
standstill provisions prohibiting it from, among other things, (i) making
certain announcements regarding the Company's transactions, (ii) soliciting
proxies, (iii) advising, encouraging or intentionally influencing any person
with respect to disposition of any securities of the Company, (iv) taking
actions to change or influence any director or employee of the Company or the
direction of certain Company matters, (v) exercising certain stockholder rights,
and (vi) acquiring beneficial ownership of more than 5% of the Company's
outstanding common stock, in each case as further described in the Agreement.
Driver has also agreed to customary voting commitments, and during the term of
the Agreement the Company and Driver have agreed that they will not disparage
each other. The Company has agreed to reimburse Driver for up to
The Agreement shall not terminate until the date that is 30 days prior to the beginning of the Company's advance notice period for stockholders to submit director nominations for the Company's 2027 annual meeting of stockholders pursuant to the Company's Bylaws. Each of the Company and Driver has the right to terminate the Agreement earlier if the other party commits a material breach of the Agreement and such breach is not cured within 15 days after notice or, if such breach is not curable within 15 days, the breaching party has not taken any substantive action to cure within such 15-day period. Upon a termination of this Agreement by Driver, Mr. Cooper's service as a director of the Company would terminate.
The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
On
The information in this Item 7.01 is being furnished pursuant to Regulation FD and no part shall be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act, regardless of any general incorporation language in such filing, except as shall be expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits. (d) Exhibits
10.1 Cooperation Agreement, datedJanuary 9, 2023 , by and amongThe First of Long Island Corporation ,Driver Opportunity Partners I LP ,Driver Management Company LLC and J. Abbott R. Cooper 99.1 Press Release issued byThe First of Long Island Corporation datedJanuary 9, 2023
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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