8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 21, 2014

INNERWORKINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation)	000-52170 (Commission File Number)	20-5997364 (I.R.S. Employer Identification No.)
	600 West Chicago Avenue Suite 850 Chicago, Illinois (Address of principal executive offices)	60654 (Zip Code)
	(312) 642-3700 (Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(d) On April 18, 2014, the Company entered into a letter agreement (the “Letter Agreement”) with Daniel M. Friedberg and Sagard Capital Partners, L.P. (“Sagard”) in connection with the decision by the Board of Directors of the Company (the “Board”) to nominate Mr. Friedberg to the Board. As of April 18, 2014, Sagard owned approximately 14.2% of the Company’s outstanding common stock. A copy of the Letter Agreement is attached hereto as Exhibit 10.1.

On April 22, 2014, the Company issued a press release announcing that, effective April 21, 2014, Mr. Friedberg was appointed to the Company’s Board. Mr. Friedberg, age 54, has been President and Chief Executive Officer of Sagard Capital Partners Management Corporation, the investment manager of Sagard, since its founding in 2005, and serves as Vice President of Power Corporation of Canada, a diversified international management and holding company. Mr. Sagard’s committee assignments have not yet been determined. A copy of the press release announcing the appointment of Mr. Sagard is attached hereto as Exhibit 99.1. 

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

(a) Also on April 21, 2014, the Board adopted an amendment (the “By-laws Amendment”) to Section 2 of Article III of the Company’s Amended and Restated By-laws (as so amended, the “Amended By-laws”) to provide for a majority vote standard in uncontested elections of directors. As a result, in future uncontested elections of directors, each director of the Company will be elected by a majority of the votes cast by holders entitled to vote on elections of directors, assuming a quorum is present. An “uncontested election” for this purpose is an election of directors in which the number of nominees for director is equal to or less than the number of directors to be elected. Under the Amended By-laws, a director nominee in an uncontested director election will be elected only if the number of shares voted “for” the director nominee’s election exceeds the number of shares voted “against” the director nominee’s election, assuming a quorum is present. “Abstentions” and “broker non-votes” will not be counted as votes cast. In an uncontested election, a sitting director or director nominee who does not receive more votes “for” his or her election than “against” will not be elected.

The Board has established procedures in its Corporate Governance Guidelines providing that, prior to each annual stockholders’ meeting, in any uncontested director election, the director nominees shall submit a contingent resignation in writing to the Chairman of the Nominating and Corporate Governance Committee (the “Committee”). If any director nominee fails to receive a majority vote in an uncontested election, the Committee will consider the resignation and make a recommendation to the Board on whether to accept or reject the resignation, or whether other action should be taken.

The Board will then consider the Committee’s recommendation, decide whether to accept or reject the resignation, or take such other recommended action, and publicly disclose its decision and the rationale behind it within 90 days from the date of the certification of the election results. If the Board does not accept a director’s resignation under these provisions, the director will continue to serve until his or her successor is duly elected and qualified or until the director’s earlier death, other resignation, or removal. If a director’s resignation is accepted or, in an uncontested election, a nominee who is not an incumbent director is not elected, the Board may fill the resulting vacancy by the vote of a majority of the directors then in office or decrease the size of the Board.

Prior to the adoption of the By-laws Amendment, the Company’s directors were elected by a plurality of the votes cast by holders of shares entitled to vote on the election of directors. In the case of any future contested elections of directors, directors will continue to be elected by the vote of a plurality of the votes cast on the election of directors. For purposes of the Amended By-laws, a “contested election” is an election of directors in which the number of nominees for director is greater than the number of directors to be elected. The date for determining if an election is contested or uncontested has been set at 14 days before the Company files its definitive proxy statement. This procedure is intended to clarify whether directors will be elected under a majority or plurality standard prior to soliciting proxies.

The By-laws Amendment became effective immediately upon its adoption by the Board on April 21, 2014. The foregoing description of the By-laws Amendment is not complete and is qualified in its entirety by reference to the text of the By-laws Amendment, a copy of which is attached as Exhibit 3.1 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d)	Exhibits:
Exhibit No.	Description
3.1	Amendment to Amended and Restated By-laws.
10.1	Letter Agreement, dated April 18, 2014, by and among Daniel M. Sagard, Sagard Capital Partners, L.P. and InnerWorkings, Inc.
99.1	Press Release dated April 22, 2014.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	INNERWORKINGS, INC.
Dated: April 22, 2014	By:	/s/  Joseph M.  Busky
	Name:	Joseph M. Busky
	Title:	Chief Financial Officer

Exhibit Index

Exhibit No.	Description
3.1	Amendment to Amended and Restated By-laws.
10.1	Letter Agreement, dated April 18, 2014, by and among Daniel M. Sagard, Sagard Capital Partners, L.P. and InnerWorkings, Inc.
99.1	Press Release dated April 22, 2014.

EX-3.1

AMENDMENT TO AMENDED AND RESTATED BY-LAWS

OF

INNERWORKINGS, INC.

(A DELAWARE CORPORATION)

By resolutions adopted by the board of directors (the “Board”) of InnerWorkings, Inc. (the “Company”) on April 21, 2014, the Board authorized the following amendment to the Company’s Amended and Restated By-laws (the “Bylaws”) to become effective as of April 21, 2014:

Section 2 of Article III of the Bylaws is hereby amended and restated as follows:

“Section 2. Number, Election and Term of Office. The number of directors which shall constitute the board shall be fixed by the board of directors in the manner as provided in these by-laws and such number shall initially be seven (7), but in no event shall such number of directors be less than three (3) nor more than fifteen (15). Except as provided in Section 4 of this Article III, each director shall be elected by the vote of the majority of the votes cast with respect to the director at any meeting for the election of directors at which a quorum is present, provided that if as of a date that is 14 days in advance of the date the Corporation files its definitive proxy statement (regardless of whether or not thereafter revised or supplemented) with the Securities and Exchange Commission the number of nominees exceeds the number of directors to be elected, the directors shall be elected by the vote of a plurality of the shares represented in person or by proxy at any such meeting and entitled to vote on the election of directors. For purposes of this section, a majority of the votes cast means that the number of shares voted “for” a director must exceed the number of shares voted “against” that director. The Board has established procedures under which any director who is not elected shall offer to tender his or her resignation to the Board. The Nominating and Corporate Governance Committee shall make a recommendation to the Board on whether to accept or reject the resignation, or whether other action should be taken. The Board shall act on the Nominating and Corporate Governance Committee’s recommendation and publicly disclose its decision and the rationale behind it within 90 days from the date of the certification of the election results. Each director elected shall hold office until a successor is duly elected and qualified or until his or her earlier death, resignation or removal as hereinafter provided. Directors need not be stockholders. If, for any cause, the board of directors shall not have been elected at an annual meeting, they may be elected as soon thereafter as convenient at a special meeting of the stockholders called for that purpose in the manner provided in the certificate of incorporation and these by-laws.”

Except as expressly amended hereby, the Bylaws shall remain in full force and effect. As a result of this amendment, the Bylaws shall read in their entirety as set forth on Exhibit A attached hereto.

* * * * * * * * *

[signature page follows]

The foregoing is certified as an amendment to the Bylaws, adopted by the Board, effective as of April 21, 2014.

By:	/s/ Ron Provenzano
Name: Ron Provenzano
Title: General Counsel

EX-10.1

INNERWORKINGS, INC.

600 West Chicago Avenue

Suite 850

Chicago, Illinois 60654

April 18, 2014

Mr. Daniel Friedberg

Sagard Capital Partners, L.P.

325 Greenwich Avenue

Greenwich, Connecticut 06830

Dear Dan:

As discussed, the Nominating and Corporate Governance Committee (the “Committee”) of the Board of Directors (the “Board”) of InnerWorkings, Inc. (the “Company”) has completed its consideration of your qualifications to serve as a member of the Board. The members of the Committee and the other directors are very impressed with your qualifications and experience, your expressed commitment to devote the time and effort required of members of the Board and to act in the best interests of all of the Company’s stockholders, and believe that, as a member of the Board, you will make significant contributions to the future success of the Company.

Accordingly, I am pleased to confirm, on behalf of the Board, that the Committee intends to formally approve your nomination to the Board, and the Board intends to formally elect you to the Board, at the upcoming April 21, 2014 telephonic meeting of the Committee and Board, subject to your affirmation of the following understandings and agreements:

1. Corporate Governance Guidelines. As discussed, your nomination to the Board is based on your personal qualifications and anticipated contributions to the Company as a member of the Board, and not primarily upon your experience and affiliation with Sagard Capital Partners, L. P. (“Sagard”) or Sagard’s ownership interest in the Company. However, because you are affiliated with Sagard, a large institutional stockholder of the Company, the Board believes that a reduction in Sagard’s ownership interest to less than 10% of the Company’s outstanding common stock (“Common Stock”), resulting from the sale or other disposition of Common Stock by Sagard, (rather than from passive dilution of Sagard’s ownership interest due to any change in outstanding shares of Common Stock, etc.), would equate to a “professional change” under the Board’s existing Corporate Governance Guidelines, which in turn would require you to promptly tender your resignation to the Board. Under the Guidelines, the Board will then review the continued appropriateness of your Board service and determine whether the resignation should be accepted.

2. Confidentiality. In your capacity as a director, you will be provided with confidential information concerning the business and affairs of the Company. You acknowledge the confidential and proprietary nature of such information and agree that during your tenure as a director of the Company and after such tenure ends, you shall keep such confidential information strictly confidential and not disclose the confidential information to any person or entity, including Sagard, without the prior written consent of the Company, except to the extent required by applicable legal process or requested by applicable legal authority or stock exchange. Notwithstanding the foregoing, the Company consents to your disclosure of confidential information to Sagard subject to the terms of the confidentiality agreement entered into separately between Sagard and the Company in connection with your nomination.

3. Trading Restrictions. During your service as a director of the Company and until the expiration of any blackout period in effect on the date on which your tenure as a director of the Company ends (the “Restricted Period”), you agree to abide by the provisions of the Company’s Insider Trading Policy (the “Policy”), including the blackout period restrictions. In addition, in order to avoid any appearance of misappropriation of material non-public information, Sagard also agrees to abide by the provisions of the Policy, including the blackout period restrictions, during the Restricted Period. Any sales of the Common Stock by you or Sagard during the Restricted Period shall be made pursuant to a Rule 10b5-1 plan approved by the Company’s General Counsel and solely with respect to your personal sales additionally approved by the Board.

4. Compensation. To avoid any conflict of interest with Sagard and the Company, Sagard shall not compensate you for your service as a director of the Company. You will be compensated for your service as a director of the Company solely by the Company. You shall be compensated on the same basis as all other non-employee directors of the Company. Subject to your election for an additional term at the Company’s annual meeting on June 13, 2014, your compensation will commence with an equity grant typically granted to all non-employee directors after the Company’s annual meeting of stockholders on June 13, 2014. You will not receive director compensation for the period from April 21, 2014 through June 13, 2014. In accordance with Sagard’s internal policy, the Company understands and agrees that any equity grants issuable to you may instead be issued to Sagard on your behalf at your request.

Upon your execution and delivery of this letter to me, affirming the above understandings and agreements, your nomination to become a member of the Company’s Board shall be placed on the agenda for the upcoming April 21, 2014 meeting of the Committee and Board.

In closing, I would like to note that all of us sincerely look forward to your participation as a member of the Board.

Very truly yours,
INNERWORKINGS, INC.
By:	/s/ Ron Provenzano
Name: Ron Provenzano
Title: General Counsel

Agreed and Affirmed,

as of this 18th day of April, 2014:

/s/ Daniel Friedberg

Daniel Friedberg

Agreed and Affirmed solely with respect

to Sections 3 and 4 of this Letter Agreement,

as of this 18th day of April, 2014:

SAGARD CAPITAL PARTNERS, L.P.

By:	/s/ Daniel Friedberg
Name: Daniel Friedberg
Title: President

EX-99.1

InnerWorkings Elects Daniel Friedberg to its Board of Directors

CHICAGO, April 22, 2014 -- InnerWorkings, Inc. (NASDAQ:INWK), a leading global marketing supply chain company, today announced that Daniel M. Friedberg, President and Chief Executive Officer of Sagard Capital Partners Management Corporation and Vice President and Officer of Power Corporation of Canada, was named to the Company's Board of Directors, effective as of April 21, 2014.

"Dan has had significant success throughout his career, and we are really pleased to have him join our board," said Eric Belcher, Chief Executive Officer at InnerWorkings. "His background is a perfect complement to an already terrific group of directors. Dan and Sagard have substantial strategic, operating and financial expertise and a history of working in support of the long-term goals of the companies in which they invest.”

"It’s an exciting time to join InnerWorkings as a member of the Board. As a long-term shareholder, Sagard believes in the Company’s established business model, strong market position, prospects for growth in the core enterprise marketplace and in the integral role they can play in supporting companies as they increasingly outsource their marketing operations,” stated Friedberg. “I look forward to joining this outstanding board and hope to leverage my experience, and Sagard’s, to help further the Company’s efforts to drive long term earnings growth and shareholder value.”

Since its founding in 2005, Mr. Friedberg has been President and Chief Executive Officer of Sagard Capital Partners Management Corporation and a related entity which is the general partner of Sagard Capital Partners, L.P., an investor in small and mid-sized public companies, including InnerWorkings. Since 2005, he has also been a Vice President and Officer of Power Corporation of Canada, a diversified international management and holding company. Prior to that, he was a Partner at Bain & Company, joining the company in its London office in 1987 and then becoming a founder of its Toronto office in 1989 and its New York office in 2000. Mr. Friedberg served as a director of X-Rite, Incorporated from 2008 to 2012 and has served on the Board of Directors of GP Strategies since December 2009. 

About InnerWorkings, Inc.

InnerWorkings, Inc. (NASDAQ: INWK) is a leading global marketing supply chain company servicing corporate clients across a wide range of industries. With proprietary technology, an extensive supplier network and deep domain expertise, the company procures, manages and delivers printed materials and promotional products as part of a comprehensive outsourced enterprise solution. InnerWorkings is based in Chicago, Ill., employs approximately 1,500 individuals, and maintains 67 global offices in 30 countries. Among the many industries InnerWorkings services are: retail, financial services, hospitality, non-profits, healthcare, food & beverage, broadcasting & cable, education, transportation and utilities. For more information visit: www.inwk.com.

Media Contact:

InnerWorkings, Inc.

Leigh Segall

(312) 642-3700

lsegall@inwk.com