1
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NAME OF REPORTING PERSONS
Fund 1 Investments, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ ]
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (See Instructions)
AF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF SHARES
BENEFICIALLY
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7
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SOLE VOTING POWER
2,568,476
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OWNED BY
EACH
REPORTING
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8
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SHARED VOTING POWER
0
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PERSON
WITH
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9
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SOLE DISPOSITIVE POWER
2,568,476
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10
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SHARED DISPOSITIVE POWER
0
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,568,476
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ] |
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.0%(1)
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14
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TYPE OF REPORTING PERSON (See Instructions)
OO (Limited Liability Company), HC (Parent Holding Company)
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• |
the Board will form a Shareholder Value Initiatives Committee of the Board as promptly as practicable, which shall be responsible for reviewing
opportunities to enhance shareholder value, and appoint the New Director to such committee, along with three additional members to be selected by the Board;
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until the Termination Date (as defined below) and as long as the Reporting Person’s aggregate net long ownership remains at or above the lesser of (i)
1,161,849 Shares (subject to adjustment for stock splits, reclassifications, combinations and recapitalizations) and (ii) five (5%) of the Shares outstanding, in the event that the New Director ceases to be a director of the Issuer for any
reason, the Issuer and the Reporting Person will cooperate in good faith to select, and the Issuer will appoint, as promptly as practicable, a Qualified Candidate (as defined in the Cooperation Agreement) mutually agreeable to the Issuer and
the Reporting Person, to serve as a director of the Issuer for the remainder of the New Director’s term;
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the Reporting Person will be subject to customary standstill restrictions, including, among others, with respect to the acquisition of beneficial
ownership of or otherwise having economic exposure up to a maximum ownership cap of fifteen percent (15%) of the Shares in the aggregate, proxy solicitation and related matters, extraordinary transactions and other changes, each of the
foregoing subject to certain exceptions;
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until the Termination Date, the Reporting Person will vote all Shares beneficially owned by it in accordance with the Board’s recommendations with
respect to (i) the election, removal and/or replacement of directors of the Issuer and (ii) any other proposal submitted to shareholders, subject to certain exceptions relating to extraordinary transactions and recommendations made by
Institutional Shareholder Services, Inc. or Glass Lewis & Co., LLC;
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both the Issuer and the Reporting Person agreed not to disparage or sue the other party, subject to certain exceptions;
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unless otherwise mutually agreed to in writing by both the Issuer and the Reporting Person, the Cooperation Agreement will remain in effect until the
date that is the earlier of (i) one (1) year from the date of the Cooperation Agreement and (ii) thirty (30) days prior to the deadline for delivery of notice under the Issuer’s Amended and Restated Bylaws for the nomination of director
candidates for election to the Board at the Issuer’s 2025 annual meeting of shareholders (the “Termination Date”); and
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the Issuer will reimburse certain of the Reporting Person’s out-of-pocket fees and expenses, provided that such reimbursement will not exceed $75,000 in
the aggregate.
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99.1 |
Cooperation Agreement, dated February 27, 2024 (incorporated by reference to Ex. 10.1 to the Issuer’s Current Report on Form 8-K, filed with the
Securities and Exchange Commission on February 28, 2024).
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FUND 1 INVESTMENT, LLC
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By:
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/s/ Benjamin C. Cable
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Benjamin C. Cable
Chief Operating Officer
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