SC 13D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. )¹

Quotient Technology Inc.

(Name of Issuer)

Common Stock, par value $0.00001 per share

(Title of Class of Securities)

749119103

(CUSIP Number)

GLENN W. WELLING

ENGAGED CAPITAL, LLC

610 Newport Center Drive, Suite 250

Newport Beach, California 92660

(949) 734-7900

STEVE WOLOSKY

RYAN NEBEL

OLSHAN FROME WOLOSKY LLP

1325 Avenue of the Americas

New York, New York 10019

(212) 451-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

November 9, 2021

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See § 240.13d-7 for other parties to whom copies are to be sent.

1              The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 749119103

	1	NAME OF REPORTING PERSON
			Engaged Capital Flagship Master Fund, LP
	2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a) ☐
						(b) ☐
	3	SEC USE ONLY
	4	SOURCE OF FUNDS
			WC
	5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)				☐
	6	CITIZENSHIP OR PLACE OF ORGANIZATION
			CAYMAN ISLANDS
NUMBER OF			7	SOLE VOTING POWER
SHARES
BENEFICIALLY					5,636,142
OWNED BY			8	SHARED VOTING POWER
EACH
REPORTING					- 0 -
PERSON WITH			9	SOLE DISPOSITIVE POWER
					5,636,142
			10	SHARED DISPOSITIVE POWER
					- 0 -
	11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
			5,636,142
	12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				☐
	13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
			6.0%
	14	TYPE OF REPORTING PERSON
			PN

2

CUSIP No. 749119103

	1	NAME OF REPORTING PERSON
			Engaged Capital Flagship Fund, LP
	2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a) ☐
						(b) ☐
	3	SEC USE ONLY
	4	SOURCE OF FUNDS
			OO
	5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)				☐
	6	CITIZENSHIP OR PLACE OF ORGANIZATION
			DELAWARE
NUMBER OF			7	SOLE VOTING POWER
SHARES
BENEFICIALLY					5,636,142
OWNED BY			8	SHARED VOTING POWER
EACH
REPORTING					- 0 -
PERSON WITH			9	SOLE DISPOSITIVE POWER
					5,636,142
			10	SHARED DISPOSITIVE POWER
					- 0 -
	11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
			5,636,142
	12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				☐
	13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
			6.0%
	14	TYPE OF REPORTING PERSON
			PN

3

CUSIP No. 749119103

	1	NAME OF REPORTING PERSON
			Engaged Capital Flagship Fund, Ltd.
	2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a) ☐
						(b) ☐
	3	SEC USE ONLY
	4	SOURCE OF FUNDS
			OO
	5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)				☐
	6	CITIZENSHIP OR PLACE OF ORGANIZATION
			CAYMAN ISLANDS
NUMBER OF			7	SOLE VOTING POWER
SHARES
BENEFICIALLY					5,636,142
OWNED BY			8	SHARED VOTING POWER
EACH
REPORTING					- 0 -
PERSON WITH			9	SOLE DISPOSITIVE POWER
					5,636,142
			10	SHARED DISPOSITIVE POWER
					- 0 -
	11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
			5,636,142
	12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				☐
	13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
			6.0%
	14	TYPE OF REPORTING PERSON
			CO

4

CUSIP No. 749119103

	1	NAME OF REPORTING PERSON
			Engaged Capital, LLC
	2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a) ☐
						(b) ☐
	3	SEC USE ONLY
	4	SOURCE OF FUNDS
			OO
	5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)				☐
	6	CITIZENSHIP OR PLACE OF ORGANIZATION
			DELAWARE
NUMBER OF			7	SOLE VOTING POWER
SHARES
BENEFICIALLY					6,107,150
OWNED BY			8	SHARED VOTING POWER
EACH
REPORTING					- 0 -
PERSON WITH			9	SOLE DISPOSITIVE POWER
					6,107,150
			10	SHARED DISPOSITIVE POWER
					- 0 -
	11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
			6,107,150
	12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				☐
	13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
			6.5%
	14	TYPE OF REPORTING PERSON
			OO

5

CUSIP No. 749119103

	1	NAME OF REPORTING PERSON
			Engaged Capital Holdings, LLC
	2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a) ☐
						(b) ☐
	3	SEC USE ONLY
	4	SOURCE OF FUNDS
			OO
	5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)				☐
	6	CITIZENSHIP OR PLACE OF ORGANIZATION
			DELAWARE
NUMBER OF			7	SOLE VOTING POWER
SHARES
BENEFICIALLY					6,107,150
OWNED BY			8	SHARED VOTING POWER
EACH
REPORTING					- 0 -
PERSON WITH			9	SOLE DISPOSITIVE POWER
					6,107,150
			10	SHARED DISPOSITIVE POWER
					- 0 -
	11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
			6,107,150
	12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				☐
	13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
			6.5%
	14	TYPE OF REPORTING PERSON
			OO

6

CUSIP No. 749119103

	1	NAME OF REPORTING PERSON
			Glenn W. Welling
	2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a) ☐
						(b) ☐
	3	SEC USE ONLY
	4	SOURCE OF FUNDS
			OO
	5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)				☐
	6	CITIZENSHIP OR PLACE OF ORGANIZATION
			USA
NUMBER OF			7	SOLE VOTING POWER
SHARES
BENEFICIALLY					6,107,150
OWNED BY			8	SHARED VOTING POWER
EACH
REPORTING					- 0 -
PERSON WITH			9	SOLE DISPOSITIVE POWER
					6,107,150
			10	SHARED DISPOSITIVE POWER
					- 0 -
	11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
			6,107,150
	12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				☐
	13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
			6.5%
	14	TYPE OF REPORTING PERSON
			IN

7

CUSIP No. 749119103

The following constitutes the Schedule 13D filed by the undersigned (the “Schedule 13D”).

Item 1. Security and Issuer.

This statement relates to the common stock, par value $0.00001 per share (the “Shares”), of Quotient Technology Inc., a Delaware corporation (the “Issuer”). The address of the principal executive offices of the Issuer is 1260 East Stringham Avenue, Suite 600, Salt Lake City, Utah, 84106.

Item 2. Identity and Background.

(a)       This statement is filed by:

(i) Engaged Capital Flagship Master Fund, LP (“Engaged Capital Flagship Master”), a Cayman Islands exempted limited partnership, with respect to the Shares directly and beneficially owned by it;

(ii) Engaged Capital Flagship Fund, LP (“Engaged Capital Fund”), a Delaware limited partnership, as a feeder fund of Engaged Capital Flagship Master;

(iii) Engaged Capital Flagship Fund, Ltd. (“Engaged Capital Offshore”), a Cayman Islands exempted company, as a feeder fund of Engaged Capital Flagship Master;

(iv) Engaged Capital, LLC, a Delaware limited liability company (“Engaged Capital”), as the general partner and investment adviser of Engaged Capital Flagship Master and the investment adviser of a certain managed account (the “Engaged Capital Account”);

(v) Engaged Capital Holdings, LLC, a Delaware limited liability company (“Engaged Holdings”), as the managing member of Engaged Capital; and

(vi) Glenn W. Welling, as the Founder and Chief Investment Officer (“CIO”) of Engaged Capital and the sole member of Engaged Holdings.

Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.” Each of the Reporting Persons is party to that certain Joint Filing Agreement, as further described in Item 6. Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D.

Set forth on Schedule A annexed hereto (“Schedule A”) is the name and present principal occupation or employment, principal business address and citizenship of the executive officers and directors of Engaged Capital Offshore. To the best of the Reporting Persons’ knowledge, except as otherwise set forth herein, none of the persons listed on Schedule A beneficially owns any securities of the Issuer or is a party to any contract, agreement or understanding required to be disclosed herein.

(b)       The address of the principal office of each of Engaged Capital Flagship Master and Engaged Capital Offshore is c/o Conyers Trust Company (Cayman) Limited, Cricket Square, Hutchins Drive, P.O. Box 2681, Grand Cayman KY1-1111, Cayman Islands. The address of the principal office of each of Engaged Capital Fund, Engaged Capital, Engaged Holdings and Mr. Welling is 610 Newport Center Drive, Suite 250, Newport Beach, California 92660.

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CUSIP No. 749119103

(c)       The principal business of Engaged Capital Flagship Master is investing in securities. Each of Engaged Capital Fund and Engaged Capital Offshore is a private investment partnership that serves as a feeder fund of Engaged Capital Flagship Master. Engaged Capital is a registered investment advisor and serves as the investment adviser to each of Engaged Capital Flagship Master, Engaged Capital Fund, Engaged Capital Offshore and the Engaged Capital Account. Engaged Capital is also the general partner of each of Engaged Capital Flagship Master and Engaged Capital Fund. Engaged Holdings serves as the managing member of Engaged Capital. Mr. Welling is the Founder and CIO of Engaged Capital, the sole member of Engaged Holdings and a director of Engaged Capital Offshore.

(d)       No Reporting Person, nor any person listed on Schedule A, has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e)       No Reporting Person, nor any person listed on Schedule A, has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f)       Engaged Capital Flagship Master and Engaged Capital Offshore are organized under the laws of the Cayman Islands. Engaged Capital Fund, Engaged Capital and Engaged Holdings are organized under the laws of the State of Delaware. Mr. Welling is a citizen of the United States of America.

Item 3. Source and Amount of Funds or Other Consideration.

The Shares purchased by each of Engaged Capital Flagship Master and held in the Engaged Capital Account were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business). The aggregate purchase price of the 5,636,142 Shares beneficially owned by Engaged Capital Flagship Master is approximately $36,421,479, including brokerage commissions. The aggregate purchase price of the 471,008 Shares held in the Engaged Capital Account is approximately $3,041,362, including brokerage commissions.

Item 4. Purpose of Transaction.

The Reporting Persons purchased the Shares based on the Reporting Persons’ belief that the Shares, when purchased, were undervalued and represented an attractive investment opportunity. Depending upon overall market conditions, other investment opportunities available to the Reporting Persons, and the availability of Shares at prices that would make the purchase or sale of Shares desirable, the Reporting Persons may endeavor to increase or decrease their position in the Issuer through, among other things, the purchase or sale of Shares on the open market or in private transactions including through a trading plan created under Rule 10b5-1(c) or otherwise, on such terms and at such times as the Reporting Persons may deem advisable.

The Reporting Persons have engaged, and intend to continue to engage, in communications with the Issuer’s Board of Directors (the “Board”) and management team regarding opportunities to maximize stockholder value.

On November 17, 2021, Engaged Capital issued a public letter to the Board (the “Letter”) expressing its concerns with the Issuer’s consistently poor performance, both in regards to Share price and operations. Engaged Capital also expressed alarm regarding what it sees as the Board’s blatant disregard for good governance and dereliction of fiduciary duties to stockholders. Engaged Capital believes that rather than taking decisive action to remedy the weak operating and Share price underperformance, the Board has selfishly focused on employing strategies to further entrench itself, which has become glaringly obvious given the Board’s manipulation of director classes in July 2021 as well as the recently announced tax benefits preservation plan, dated November 11, 2021 (the “NOL Pill”), which was clearly implemented to thwart stockholders from acquiring 4.9% or more of the Shares, notwithstanding the Board’s purported justification. The full text of the Letter is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

9

CUSIP No. 749119103

Also on November 17, 2021, the Reporting Persons delivered a letter to the Issuer formally requesting an exemption to be granted by the Board under the NOL Pill to allow the Reporting Persons to acquire beneficial ownership in the aggregate of up to 9.99% of the then outstanding Shares, representing a maximum of 9,432,723 Shares (the “Exemption Request”). The Reporting Persons explained that they do not believe the requested acquisitions will limit or impair in any way the availability to the Issuer of its net operating losses or any other tax benefits. To the extent that the Board does not promptly consider and grant the Exemption Request, the Reporting Persons’ belief that the NOL Pill was adopted as an anti-takeover measure intended to insulate the current Board from the influence of the Issuer’s stockholders will be confirmed. The full text of the Exemption Request is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

No Reporting Person has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D except as set forth herein or such as would occur upon or in connection with completion of, or following, any of the actions discussed herein. Depending on various factors including, without limitation, the Issuer’s financial position and investment strategy, the price levels of the Shares, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation, engaging in additional communications with management and the Board of the Issuer, engaging in discussions with stockholders of the Issuer or third parties, including potential acquirers and service providers about the Issuer and the Reporting Persons’ investment, making proposals to the Issuer concerning changes to the capital allocation strategy, capitalization, ownership structure, including a sale of the Issuer as a whole or in parts, Board structure (including Board composition) or operations of the Issuer, purchasing additional Shares, selling some or all of their Shares, engaging in short selling of or any hedging or similar transaction with respect to the Shares, or changing their intention with respect to any and all matters referred to in Item 4.

Item 5. Interest in Securities of the Issuer.

(a)       The aggregate percentage of Shares reported owned by each person named herein is based upon 94,421,658 Shares outstanding as of November 2, 2021, which is the total number of Shares outstanding as reported in the Issuer’s quarterly report on Form 10-Q filed with the Securities and Exchange Commission on November 5, 2021.

As of the date hereof, Engaged Capital Flagship Master beneficially owned 5,636,142 Shares, constituting approximately 6.0% of the Shares outstanding. Each of Engaged Capital Fund and Engaged Capital Offshore, as feeder funds of Engaged Capital Flagship Master, may be deemed to beneficially own the 5,636,142 Shares owned by Engaged Capital Flagship Master, constituting approximately 6.0% of the Shares outstanding.

As of the date hereof, 471,008 Shares were held in the Engaged Capital Account, constituting less than 1% of the Shares outstanding.

10

CUSIP No. 749119103

Engaged Capital, as the general partner and investment adviser of Engaged Capital Flagship Master and the investment adviser of the Engaged Capital Account, may be deemed to beneficially own the 6,107,150 Shares owned in the aggregate by Engaged Capital Flagship Master and held in the Engaged Capital Account, constituting approximately 6.5% of the Shares outstanding. Engaged Holdings, as the managing member of Engaged Capital, may be deemed to beneficially own the 6,107,150 Shares owned in the aggregate by Engaged Capital Flagship Master and held in the Engaged Capital Account, constituting approximately 6.5% of the Shares outstanding. Mr. Welling, as the Founder and CIO of Engaged Capital and sole member of Engaged Holdings, may be deemed to beneficially own the 6,107,150 Shares owned in the aggregate by Engaged Capital Flagship Master and held in the Engaged Capital Account, constituting approximately 6.5% of the Shares outstanding.

The filing of this Schedule 13D shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any securities of the Issuer he or it does not directly own. Each of the Reporting Persons specifically disclaims beneficial ownership of the securities reported herein that he or it does not directly own.

(b)       By virtue of their respective positions with Engaged Capital Flagship Master, each of Engaged Capital Fund, Engaged Capital Offshore, Engaged Capital, Engaged Holdings and Mr. Welling may be deemed to have sole power to vote and dispose of the Shares reported owned by Engaged Capital Flagship Master.

By virtue of their respective positions with the Engaged Capital Account, each of Engaged Capital, Engaged Holdings and Mr. Welling may be deemed to have sole power to vote and dispose of the Shares held in the Engaged Capital Account.

(c)       Schedule B annexed hereto lists all transactions in securities of the Issuer by the Reporting Persons during the past 60 days. All of such transactions were effected in the open market unless otherwise noted therein.

(d)       No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

On November 17, 2021, the Reporting Persons entered into a Joint Filing Agreement in which the Reporting Persons agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer to the extent required by applicable law. The Joint Filing Agreement is attached hereto as Exhibit 99.3 and is incorporated herein by reference.

Other than as described herein, there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between the Reporting Persons and any other person, with respect to the securities of the Issuer.

Item 7. Material to be Filed as Exhibits.

99.1 Letter to Board, dated November 17, 2021.

99.2 Exemption Request, dated November 17, 2021.

99.3 Joint Filing Agreement, dated November 17, 2021.

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CUSIP No. 749119103

SIGNATURES

After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: November 17, 2021

Engaged Capital Flagship Master Fund, LP
By:	Engaged Capital, LLC General Partner
By:	/s/ Glenn W. Welling
	Name:	Glenn W. Welling
	Title:	Founder and Chief Investment Officer

Engaged Capital Flagship Fund, LP
By:	Engaged Capital, LLC General Partner
By:	/s/ Glenn W. Welling
	Name:	Glenn W. Welling
	Title:	Founder and Chief Investment Officer

Engaged Capital Flagship Fund, Ltd.
By:	/s/ Glenn W. Welling
	Name:	Glenn W. Welling
	Title:	Director

Engaged Capital, LLC
By:	/s/ Glenn W. Welling
	Name:	Glenn W. Welling
	Title:	Founder and Chief Investment Officer

Engaged Capital Holdings, LLC
By:	/s/ Glenn W. Welling
	Name:	Glenn W. Welling
	Title:	Sole Member

12

CUSIP No. 749119103

/s/ Glenn W. Welling

Glenn W. Welling

13

CUSIP No. 749119103

SCHEDULE A

Directors and Officers of Engaged Capital Flagship Fund, Ltd.

Name and Position	Principal Occupation	Principal Business Address	Citizenship
Glenn W. Welling Director*
Mark John Cook Director	Company Director	3rd Floor, Harbour Centre George Town, Grand Cayman Cayman Islands	Australia
Mark Victor Murray Director	Company Director	2F Landmark Square 64 Earth Close Seven Mile Beach Grand Cayman Cayman Islands	United Kingdom & British Overseas Territory Citizen (Cayman Islands)

^*Mr. Welling is a Reporting Person and, as such, the information with respect to Mr. Welling called for by the Schedule 13D is set forth therein.

CUSIP No. 749119103

SCHEDULE B

Transactions in Securities of the Issuer During the Past 60 Days

Nature of the Transaction Securities Purchased/(Sold) Price Per Security($) Date of Purchase/Sale

ENGAGED CAPITAL FLAGSHIP MASTER FUND, LP

Sale of Common Stock	(46,275)	6.3018	09/17/2021
Sale of Common Stock	(46,282)	6.1432	09/20/2021
Purchase of Common Stock	3,137	6.3715	11/02/2021
Purchase of Common Stock	26,460	6.4340	11/02/2021
Purchase of Common Stock	11,344	6.3774	11/02/2021
Purchase of Common Stock	228,609	5.8070	11/04/2021
Purchase of Common Stock	4,639	5.7996	11/04/2021
Purchase of Common Stock	76,999	5.5486	11/04/2021
Purchase of Common Stock	2,359,088	5.9413	11/04/2021
Purchase of Common Stock	3,638	5.5214	11/04/2021
Purchase of Common Stock	50,878	6.5951	11/08/2021
Purchase of Common Stock	913,056	6.6181	11/08/2021
Purchase of Common Stock	71,783	6.8730	11/08/2021
Purchase of Common Stock	781,657	6.8032	11/09/2021
Purchase of Common Stock	537,334	7.2252	11/10/2021
Purchase of Common Stock	18,457	6.9471	11/10/2021

ENGAGED CAPITAL, LLC

(Through the Engaged Capital Account

Sale of Common Stock	(3,725)	6.3018	09/17/2021
Sale of Common Stock	(3,718)	6.1432	09/20/2021
Purchase of Common Stock	263	6.3715	11/02/2021
Purchase of Common Stock	2,655	6.3774	11/02/2021
Purchase of Common Stock	2,215	6.4340	11/02/2021
Purchase of Common Stock	19,191	5.8070	11/04/2021
Purchase of Common Stock	390	5.7996	11/04/2021
Purchase of Common Stock	6,464	5.5486	11/04/2021
Purchase of Common Stock	451	5.5214	11/04/2021
Purchase of Common Stock	198,043	5.9413	11/04/2021
Purchase of Common Stock	3,523	6.5951	11/08/2021
Purchase of Common Stock	76,444	6.6181	11/08/2021
Purchase of Common Stock	6,010	6.8730	11/08/2021
Purchase of Common Stock	65,445	6.8032	11/09/2021
Purchase of Common Stock	44,120	7.2252	11/10/2021
Purchase of Common Stock	1,543	6.9471	11/10/2021

EX-99.1

Exhibit 99.1

 

November 17, 2021

Quotient Technology Inc.

1260 East Stringham Avenue, Suite 600

Salt Lake City, Utah 84106

Attn: Board of Directors

Dear Board Members:

Engaged Capital, LLC (“Engaged,” “us,” or “we”) has been a significant stockholder in Quotient Technology Inc. (“QUOT” or the “Company”) since October 2020. Today, we own approximately 6.5% of the Company’s outstanding shares and are believed to be QUOT’s 3^rd largest stockholder. Throughout the last two years, we have conducted deep research into QUOT and its relevant markets and have enjoyed an open dialogue with the Company’s leadership team. We believe the Company offers attractive solutions that deliver strong ROIs for its customers and has a significant opportunity to drive profitable growth due to its unique market position and industry tailwinds. While we have a significant ownership position because we believe QUOT is a very valuable asset, we have become increasingly concerned with the Company’s consistently poor performance, both in regards to the Company’s share price and operations. The most recent reported quarter, which saw the Company materially cut guidance and lose one of its largest and most important partners, has further increased our level of concern and sense of urgency to find a long-term solution that allows QUOT to maximize the value of its assets.

In addition to the Company’s operational struggles, we are alarmed by the Board of Directors’ (the “Board”) blatant disregard for good governance and dereliction of fiduciary duties to stockholders. Rather than taking decisive action to remedy the weak operating and share price underperformance, the Board has selfishly focused on employing strategies to further entrench itself. This has become glaringly obvious given the Board’s manipulation of director classes in July 2021 to reduce the number of directors up for election at the 2022 Annual Meeting, as well as the recently announced tax benefits preservation plan (the “NOL Pill”), which was clearly implemented to thwart stockholders like Engaged Capital from acquiring 4.9% or more of QUOT’s shares, notwithstanding the Board’s purported justification.

To put QUOT’s performance, or lack thereof, in perspective, since its IPO back in 2014, QUOT’s stock is down a whopping 53% and at today’s ~$7 share price, is trading close to all-time lows.¹

 

Page | 2

Compared to peers and broader market indices, over practically any relevant time frame, not only has QUOT’s stock declined, but peers have prospered. The relative underperformance is staggering, as over the past 5 years QUOT has underperformed peers by over 500%.²

The magnitude of relative value destruction is evidence that QUOT is suffering from a company-specific problem, not an industry- or market-wide issue. This disastrous performance raises serious questions as to why directors are focused on protecting themselves, rather than closely examining how to change the Company’s trajectory.

Unfortunately, what has proven to be consistent over the last several years is the Company’s ability to miss numbers and disappoint investors. Over the past four years, QUOT has provided quarterly guidance at or above consensus estimates only once and the Company has continually provided an outlook that is well below expectations, missing analysts’ quarterly targets by an average of ~35% over this period of time.³

Page | 3

QUOT’s own forecasts have also proven to be completely unreliable and untrustworthy. The Company has reduced its own guidance almost every quarter over the past four years.⁴ As a result, management and the Board have lost all credibility with investors.

Page | 4

Coming into 2021, QUOT’s historic lack of credibility seemed to be understood by management and was targeted as a focus area to correct. A new approach was promised in February, when management provided its initial guidance for 2021. As Chairman and CEO Steven Boal described,

“the potential is there to outperform…. So, there is certainly an element of conservatism given our historical performance record…. yes, we’re taking a different approach. We’re trying to be as conservative and responsible as possible, so that we can deliver on what we say we’re going to do.”⁵

Then, in QUOT’s most recent earnings report, management reduced full year EBITDA guidance by 35%, one of the largest downward revisions to annual guidance in the Company’s history, and reduced Q4 EBITDA guidance by a stunning 76%.⁶ Does this meet leadership’s definition of being “conservative” and “responsible”? To us, this makes it appear as if the Company is simply incapable of delivering on its own promises or creating any stockholder value with the great assets that QUOT owns.

$ in millions

QUOT’s inability to deliver for stockholders is further evidenced by the Company’s operational performance over the last five years. Despite the numerous strategic initiatives, investments and acquisitions, QUOT has not been able to deliver any fundamental improvement to operations. While the Company has grown revenue by ~$175 million over the past four years (an increase of over 50%), EBITDA has actually decreased by 20% or ~$10 million.⁷

Page | 5

Contributing to the Company’s drastic underperformance, we believe, is the fact that QUOT suffers from abysmal corporate governance practices that minimize accountability and serve to entrench the existing Board and management team, including the following:

Ø Classified Board. The Board is classified into three separate classes, meaning the Company’s directors are only subject to re-election by stockholders once every three years. In our view, the ability of stockholders to select directors each year is an important check on the performance of the Board. It is critical in allowing stockholder input on the direction and state of the Company and ensuring the best individuals are on the Board to oversee their investment. To the contrary, the Board’s current classified structure impedes stockholders’ ability to regularly and effectively evaluate the performance of directors and insulates and entrenches the current Board members despite their apparent lapses in oversight.

Ø Manipulation of Director Classes. While having a classified Board is bad enough, the Board manipulated the classes on which directors serve to further limit stockholders’ say on the composition of the Board. Specifically, Michelle McKenna served as a Class II director with a term expiring at the upcoming 2022 Annual Meeting at the time she resigned on July 30, 2021. However, her ostensible replacement appointed to the Board on the very same day, Alison Hawkins, joined as a Class I director with a term expiring at the 2024 Annual Meeting. In our view, this was a blatant entrenchment maneuver to reduce the number of candidates up for election at the 2022 Annual Meeting, which becomes even more apparent considering our efforts to constructively engage with the Company prior to such time.

Ø 4.9% NOL Pill. The NOL Pill entered into on November 11, 2021 effectively prohibits stockholders from acquiring 4.9% or more of the Company’s outstanding shares. While the Board claimed that the NOL Pill was adopted in order to protect against a possible limitation on the Company’s ability to use its net operating losses, we are not convinced its true purpose is not an anti-takeover device designed to further insulate the Board. The manner in which the NOL Pill extends to securities beyond beneficial ownership of common stock makes us even more skeptical as to its stated purpose.

Ø Combined Chairman/CEO. Steven Boal serves as both the Chairman of the Board and the Chief Executive Officer of the Company. This is an antiquated practice that gives Mr. Boal outsized influence in the boardroom and creates an inherent conflict that we believe undermines the Board’s ability to effectively oversee management.

Ø No Action by Written Consent or Ability to Call Special Meetings. Stockholders are prohibited from calling special meetings and cannot act by written consent, which in effect means that stockholders cannot seek Board change between annual meetings.

Ø Supermajority Vote to Amend Bylaws and Restrictive Charter Provisions. In order for stockholders to amend the Bylaws, a prohibitively high supermajority vote of 66-2/3% of the outstanding shares is required. Similarly, in addition to Board approval, a supermajority vote of 66-2/3% of the outstanding shares is required to amend anti-stockholder provisions in the Charter such as the classified Board structure and inability of stockholders to call special meetings, act by written consent or fill vacancies on the Board, among others. The supermajority vote requirement significantly reduces stockholders’ ability to remediate these poor corporate governance practices.

Ø Plurality Voting Standard in Uncontested Elections. The use of a plurality voting standard in uncontested elections reduces director accountability and entrenches the Board because it guarantees the election of the candidates nominated by the Board.

Page | 6

We find these governance provisions and tactics to be self-serving and an improper use of the Company’s corporate machinery to insulate the Board.

We specifically call on the Board to provide stockholders with evidence justifying the adoption of the draconian NOL Pill and prove that it is not just another entrenchment device. For starters, how close is the Company to experiencing an “ownership change,” as defined in Section 382 of the Internal Revenue Code of 1986, as amended?

In any event, Engaged Capital and its affiliates are formally seeking an exemption to the NOL Pill to permit the acquisition of up to 9,432,723 shares of common stock, representing 9.99% of the outstanding shares. The formal request in accordance with the requirements of Section 32 of the NOL Pill is being delivered under a separate cover letter to the Company. If the NOL Pill’s purpose is truly to protect against a possible limitation on the Company’s ability to use its net operating losses, we expect our request to be promptly granted. Any denial of our request will further confirm our belief that the true purpose of the NOL Pill is an anti-takeover device designed to further insulate the Board.

To be clear, Engaged Capital does not take control positions in companies. We just want to be able to invest a reasonable amount of capital into QUOT given we believe the Company is trading well below its intrinsic value. Given the Company’s cash balance, we do not expect that you have any need to raise capital but to the extent QUOT requires additional capital to finally execute and deliver value for stockholders, Engaged Capital would be willing to make a strategic investment in the Company.

This Board must finally act decisively to change the Company’s direction. We believe QUOT has significant potential to create value with its access to detailed data sets and insights, deep partner relationships and strong technology-based solutions. QUOT competes in a competitive marketplace and if the Company remains oblivious to the issues in need of correction and continues to be managed for profitless growth, every director in this boardroom will be held accountable by stockholders. It is not too late to change the Company’s direction. There are valuable assets in QUOT – assets that other peers and competitors would find highly attractive if the Company is unable to drive profitable growth and the Board is finally open to other paths for value creation. We believe it is time for the Board to act as good fiduciaries and look for alternative ways that QUOT can deliver on the promises made to stockholders over the last seven years.

As a follow up to this letter and with the goal of maintaining a constructive dialogue, we respectfully request a call with a subset of the independent directors of the Board to discuss these important matters further.

Best Regards,

/s/ Glenn W. Welling
Glenn W. Welling
Founder and Chief Investment Officer
Engaged Capital, LLC

Page | 7

¹ FactSet as of 11/16/2021

² FactSet as of 11/16/2021; Peers’ TSR is the average across current publicly traded companies listed in QUOT’s 2021 Proxy Statement peer group including: BNFT, BOX, EGHT, FIVN, LPSN, QNST, QTWO, RPD, SPSC, SSTK, TRUE, TTD, TWOU, YELP

³ FactSet as of 11/16/2021

⁴ QUOT filings with the Securities and Exchange Commission

⁵ Q4’20 Earnings Transcript

⁶ “Prior Guidance” is defined as the midpoint of the guidance range provided or implied in Q2’21; “New Guidance” is defined as the midpoint of the guidance range provided in Q3’21

⁷ FY21E Revenue and EBITDA based on midpoint of guidance range provided in Q3’21

EX-99.2

Exhibit 99.2

ENGAGED CAPITAL, LLC

610 Newport Center Drive, Suite 250

Newport Beach, CA 92660

November 17, 2021

BY EMAIL AND REGISTERED MAIL

Quotient Technology Inc.

1260 East Stringham Avenue, Suite 600
Salt Lake City, Utah 84106

Attn: John Platz

Re: Exemption Request Pursuant to Section 32 of Quotient Technology Inc.’s Tax Benefits Preservation Plan

Dear Mr. Platz:

On November 12, 2021, Quotient Technology Inc., a Delaware corporation (the “Company”), disclosed in a Form 8-K that its Board of Directors (the “Board”) had adopted a tax benefits preservation plan, dated as of November 11, 2021 (the “Plan”), between the Company and American Stock Transfer & Trust Company, LLC, as rights agent. The Plan generally prohibits stockholders from acquiring 4.9% or more of the Company’s outstanding shares of common stock, $0.00001 par value per share (“Common Stock”), subject to certain exceptions. The Plan was adopted by the Board purportedly to protect against a possible limitation on the Company’s ability to use its net operating losses (the “NOLs”) and certain other tax attributes to reduce potential future U.S. federal income tax obligations. Except as otherwise indicated, capitalized terms used herein but not otherwise defined have the meanings provided in the Plan.

Engaged Capital Flagship Master Fund, LP (“Engaged Capital Flagship Master”), Engaged Capital Flagship Fund, LP (“Engaged Capital Fund”), Engaged Capital Flagship Fund, Ltd. (“Engaged Capital Offshore”), Engaged Capital, LLC (“Engaged Capital”), Engaged Capital Holdings, LLC (“Engaged Holdings”) and Glenn W. Welling (each a “Requesting Person” and collectively, the “Requesting Persons” or “we”) currently beneficially own (within the meaning of Rule 13d-3 of the Exchange Act) in the aggregate 6,107,150 shares of Common Stock, representing approximately 6.5% of the Company’s outstanding shares of Common Stock. With our last purchase occurring on November 10, 2021, we are not an Acquiring Person under the Plan.

Pursuant to Section 32 of the Plan, the Requesting Persons hereby request an exemption to be granted by the Board under the Plan to allow the Requesting Persons to acquire beneficial ownership in the aggregate of up to 9.99% of the then outstanding shares of Common Stock, representing a maximum of 9,432,723 shares of Common Stock in the aggregate based on the current number of outstanding shares as disclosed by the Company, to be acquired at any time up to and including November 17, 2022.

In accordance with Section 32 of the Plan, below please find certain information required to be provided by and with respect to the Requesting Persons in connection with an Exemption Request.

a. The name, address and telephone number of the Requesting Persons:

Name	Address	Telephone Number
Engaged Capital Flagship Master	c/o Conyers Trust Company (Cayman) Limited Cricket Square, Hutchins Drive P.O. Box 2681 Grand Cayman KY1-1111, Cayman Islands	(949) 734-7900
Engaged Capital Fund	610 Newport Center Drive, Suite 250 Newport Beach, California 92660	(949) 734-7900
Engaged Capital Offshore	c/o Conyers Trust Company (Cayman) Limited Cricket Square, Hutchins Drive P.O. Box 2681 Grand Cayman KY1-1111, Cayman Islands	(949) 734-7900
Engaged Capital	610 Newport Center Drive, Suite 250 Newport Beach, California 92660	(949) 734-7900
Engaged Holdings	610 Newport Center Drive, Suite 250 Newport Beach, California 92660	(949) 734-7900
Glenn W. Welling	610 Newport Center Drive, Suite 250 Newport Beach, California 92660	(949) 734-7900

b. The number and percentage of shares of Common Stock then Beneficially Owned by the Requesting Persons:

Name	Beneficial Ownership	Ownership Percentage1
Engaged Capital Flagship Master	5,636,142 shares of Common Stock owned directly	Approximately 6.0%
Engaged Capital Fund	5,636,142 shares of Common Stock (consisting of shares of Common Stock owned directly by Engaged Capital Flagship Master)	Approximately 6.0%
Engaged Capital Offshore	5,636,142 shares of Common Stock (consisting of shares of Common Stock owned directly by Engaged Capital Flagship Master)	Approximately 6.0%
Engaged Capital	6,107,150 shares of Common Stock (consisting of 5,636,142 shares of Common Stock owned directly by Engaged Capital Flagship Master and 471,008 shares of Common Stock held in an account separately managed by Engaged Capital (the “Engaged Capital Account”))	Approximately 6.5%
Engaged Holdings	6,107,150 shares of Common Stock (consisting of 5,636,142 shares of Common Stock owned directly by Engaged Capital Flagship Master and 471,008 shares of Common Stock held in the Engaged Capital Account)	Approximately 6.5%
Glenn W. Welling	6,107,150 shares of Common Stock (consisting of 5,636,142 shares of Common Stock owned directly by Engaged Capital Flagship Master and 471,008 shares of Common Stock held in the Engaged Capital Account)	Approximately 6.5%

¹ Based on 94,421,658 shares of Common Stock outstanding as reported in the Company’s Form 10-Q filed with the Securities and Exchange Commission on November 5, 2021.

Each of Engaged Capital Fund and Engaged Capital Offshore, as feeder funds of Engaged Capital Flagship Master, may be deemed to beneficially own the 5,636,142 shares of Common Stock owned by Engaged Capital Flagship Master. Engaged Capital, as the general partner and investment adviser of Engaged Capital Flagship Master and the investment adviser of the Engaged Capital Account, may be deemed to beneficially own the 6,107,150 shares of Common Stock owned in the aggregate by Engaged Capital Flagship Master and held in the Engaged Capital Account. Engaged Holdings, as the managing member of Engaged Capital, may be deemed to beneficially own the 6,107,150 shares of Common Stock owned in the aggregate by Engaged Capital Flagship Master and held in the Engaged Capital Account. Mr. Welling, as the Founder and Chief Investment Officer of Engaged Capital and sole member of Engaged Holdings, may be deemed to beneficially own the 6,107,150 shares of Common Stock owned in the aggregate by Engaged Capital Flagship Master and held in the Engaged Capital Account.

c. A reasonably detailed description of the transaction or transactions by which the Requesting Persons would propose to acquire Beneficial Ownership of shares of Common Stock, the maximum number and percentage of shares of Common Stock that the Requesting Persons propose to acquire and the proposed tax treatment thereof:

The Requesting Persons are requesting an exemption to acquire Beneficial Ownership in the aggregate of up to 9.99% of the then outstanding shares of Common Stock, representing a maximum of 9,432,723 shares of Common Stock in the aggregate based on the current number of outstanding shares as disclosed by the Company, with such shares to be acquired at any time up to and including November 17, 2022. The Requesting Persons expect to acquire such shares through open market purchases and expect to use their respective working capital for such purchases. The anticipated transactions would be taxable.

The Requesting Persons understand the need to appropriately protect the Company’s NOLs and other tax benefits and that the Company’s ability to utilize these tax benefits would be substantially limited if it were to experience an “ownership change” as defined under Section 382 of the Internal Revenue Code of 1986, as amended. However, the Requesting Persons do not believe the above described acquisitions will limit or impair in any way the availability to the Company of the NOLs or any other tax benefits. To the extent that the Board does not promptly consider and grant this Exemption Request, our belief that the Plan was adopted as an anti-takeover measure intended to insulate the current Board from the influence of the Company’s stockholders will be confirmed.

d. A commitment by the Requesting Persons that such Requesting Persons will not acquire Beneficial Ownership of any additional shares of Common Stock prior to such time as the Board has responded to, or is deemed to have responded to, the Exemption Request pursuant to Section 32 of the Plan:

The Requesting Persons hereby commit not to acquire Beneficial Ownership of any additional shares of Common Stock prior to such time as the Board has responded to, or is deemed to have responded to, the Exemption Request pursuant to Section 32 of the Plan.

We appreciate your prompt consideration in granting this Exemption Request and believe that the 30 calendar day period allowed in the Plan for the Board’s response is wholly unnecessary. Accordingly, we respectfully request a response no later than 9:00 a.m. Eastern Time on December 1, 2021. If you have any questions, please contact the undersigned as soon as possible (with a copy to our counsel, Olshan Frome Wolosky LLP, Attention: Steve Wolosky, telephone (212) 451-2333, email: swolosky@olshanlaw.com and Ryan Nebel, telephone (212) 451-2279, email: rnebel@olshanlaw.com).

Sincerely, 

/s/ Glenn W. Welling

Glenn W. Welling

Founder and Chief Investment Officer

Engaged Capital, LLC

On behalf of:

Engaged Capital Flagship Master Fund, LP;
Engaged Capital Flagship Fund, LP;
Engaged Capital Flagship Fund, Ltd.;
Engaged Capital, LLC;
Engaged Capital Holdings, LLC; and
Glenn W. Welling

cc: Board of Directors, Quotient Technology Inc.
Kai Liekefett, Sidley Austin LLP
Derek Zaba, Sidley Austin LLP
Steve Wolosky, Olshan Frome Wolosky LLP
Ryan Nebel, Olshan Frome Wolosky LLP

EX-99.3

Exhibit 99.3

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including additional amendments thereto) with respect to the common stock, par value $0.00001 per share, of Quotient Technology Inc., a Delaware corporation. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.

Dated: November 17, 2021

Engaged Capital Flagship Master Fund, LP
By:	Engaged Capital, LLC General Partner
By:	/s/ Glenn W. Welling
	Name:	Glenn W. Welling
	Title:	Founder and Chief Investment Officer

Engaged Capital Flagship Fund, LP
By:	Engaged Capital, LLC General Partner
By:	/s/ Glenn W. Welling
	Name:	Glenn W. Welling
	Title:	Founder and Chief Investment Officer

Engaged Capital Flagship Fund, Ltd.
By:	/s/ Glenn W. Welling
	Name:	Glenn W. Welling
	Title:	Director

Engaged Capital, LLC
By:	/s/ Glenn W. Welling
	Name:	Glenn W. Welling
	Title:	Founder and Chief Investment Officer

Engaged Capital Holdings, LLC
By:	/s/ Glenn W. Welling
	Name:	Glenn W. Welling
	Title:	Sole Member

/s/ Glenn W. Welling

Glenn W. Welling