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
Alight, Inc.
(Name of Issuer)
Class A Common Stock, par value $0.0001 per share
(Title of Class of Securities)
01626W101
(CUSIP Number)
JEFFREY C. SMITH
STARBOARD VALUE LP
777 Third Avenue, 18th Floor
New York, New York 10017
(212) 845-7977
ANDREW FREEDMAN, ESQ.
MEAGAN REDA, ESQ.
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)
February 13, 2024
(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. 01626W101
| 1 | NAME OF REPORTING PERSON | ||||||||||||||||||
| STARBOARD VALUE 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 | 39,807,000 | ||||||||||||||||||
| OWNED BY | 8 | SHARED VOTING POWER | |||||||||||||||||
| EACH | |||||||||||||||||||
| REPORTING | - 0 - | ||||||||||||||||||
| PERSON WITH | 9 | SOLE DISPOSITIVE POWER | |||||||||||||||||
| 39,807,000 | |||||||||||||||||||
| 10 | SHARED DISPOSITIVE POWER | ||||||||||||||||||
| - 0 - | |||||||||||||||||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||||||||||
| 39,807,000* | |||||||||||||||||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ☐ | |||||||||||||||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||||||||||||||||
| 7.8% | |||||||||||||||||||
| 14 | TYPE OF REPORTING PERSON | ||||||||||||||||||
| PN | |||||||||||||||||||
*Includes 8,967,289 Shares underlying certain forward purchase contracts exercisable within 60 days hereof.
| 2 |
CUSIP No. 01626W101
| 1 | NAME OF REPORTING PERSON | ||||||||||||||||||
| STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD | |||||||||||||||||||
| 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 | 22,190,437 | ||||||||||||||||||
| OWNED BY | 8 | SHARED VOTING POWER | |||||||||||||||||
| EACH | |||||||||||||||||||
| REPORTING | - 0 - | ||||||||||||||||||
| PERSON WITH | 9 | SOLE DISPOSITIVE POWER | |||||||||||||||||
| 22,190,437 | |||||||||||||||||||
| 10 | SHARED DISPOSITIVE POWER | ||||||||||||||||||
| - 0 - | |||||||||||||||||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||||||||||
| 22,190,437* | |||||||||||||||||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ☐ | |||||||||||||||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||||||||||||||||
| 4.3% | |||||||||||||||||||
| 14 | TYPE OF REPORTING PERSON | ||||||||||||||||||
| CO | |||||||||||||||||||
* Includes 8,967,289 Shares underlying certain forward purchase contracts exercisable within 60 days hereof.
| 3 |
CUSIP No. 01626W101
| 1 | NAME OF REPORTING PERSON | ||||||||||||||||||
| STARBOARD VALUE AND OPPORTUNITY S LLC | |||||||||||||||||||
| 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 | ||||||||||||||||||
| DELAWARE | |||||||||||||||||||
| NUMBER OF | 7 | SOLE VOTING POWER | |||||||||||||||||
| SHARES | |||||||||||||||||||
| BENEFICIALLY | 2,821,540 | ||||||||||||||||||
| OWNED BY | 8 | SHARED VOTING POWER | |||||||||||||||||
| EACH | |||||||||||||||||||
| REPORTING | - 0 - | ||||||||||||||||||
| PERSON WITH | 9 | SOLE DISPOSITIVE POWER | |||||||||||||||||
| 2,821,540 | |||||||||||||||||||
| 10 | SHARED DISPOSITIVE POWER | ||||||||||||||||||
| - 0 - | |||||||||||||||||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||||||||||
| 2,821,540 | |||||||||||||||||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ☐ | |||||||||||||||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||||||||||||||||
| Less than 1% | |||||||||||||||||||
| 14 | TYPE OF REPORTING PERSON | ||||||||||||||||||
| OO | |||||||||||||||||||
| 4 |
CUSIP No. 01626W101
| 1 | NAME OF REPORTING PERSON | ||||||||||||||||||
| STARBOARD VALUE AND OPPORTUNITY C 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 | ||||||||||||||||||
| DELAWARE | |||||||||||||||||||
| NUMBER OF | 7 | SOLE VOTING POWER | |||||||||||||||||
| SHARES | |||||||||||||||||||
| BENEFICIALLY | 2,189,383 | ||||||||||||||||||
| OWNED BY | 8 | SHARED VOTING POWER | |||||||||||||||||
| EACH | |||||||||||||||||||
| REPORTING | - 0 - | ||||||||||||||||||
| PERSON WITH | 9 | SOLE DISPOSITIVE POWER | |||||||||||||||||
| 2,189,383 | |||||||||||||||||||
| 10 | SHARED DISPOSITIVE POWER | ||||||||||||||||||
| - 0 - | |||||||||||||||||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||||||||||
| 2,189,383 | |||||||||||||||||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ☐ | |||||||||||||||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||||||||||||||||
| Less than 1% | |||||||||||||||||||
| 14 | TYPE OF REPORTING PERSON | ||||||||||||||||||
| PN | |||||||||||||||||||
| 5 |
CUSIP No. 01626W101
| 1 | NAME OF REPORTING PERSON | ||||||||||||||||||
| STARBOARD VALUE R 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 | 2,189,383 | ||||||||||||||||||
| OWNED BY | 8 | SHARED VOTING POWER | |||||||||||||||||
| EACH | |||||||||||||||||||
| REPORTING | - 0 - | ||||||||||||||||||
| PERSON WITH | 9 | SOLE DISPOSITIVE POWER | |||||||||||||||||
| 2,189,383 | |||||||||||||||||||
| 10 | SHARED DISPOSITIVE POWER | ||||||||||||||||||
| - 0 - | |||||||||||||||||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||||||||||
| 2,189,383 | |||||||||||||||||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ☐ | |||||||||||||||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||||||||||||||||
| Less than 1% | |||||||||||||||||||
| 14 | TYPE OF REPORTING PERSON | ||||||||||||||||||
| PN | |||||||||||||||||||
| 6 |
CUSIP No. 01626W101
| 1 | NAME OF REPORTING PERSON | ||||||||||||||||||
| STARBOARD VALUE AND OPPORTUNITY MASTER FUND L 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 | 1,228,759 | ||||||||||||||||||
| OWNED BY | 8 | SHARED VOTING POWER | |||||||||||||||||
| EACH | |||||||||||||||||||
| REPORTING | - 0 - | ||||||||||||||||||
| PERSON WITH | 9 | SOLE DISPOSITIVE POWER | |||||||||||||||||
| 1,228,759 | |||||||||||||||||||
| 10 | SHARED DISPOSITIVE POWER | ||||||||||||||||||
| - 0 - | |||||||||||||||||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||||||||||
| 1,228,759 | |||||||||||||||||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ☐ | |||||||||||||||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||||||||||||||||
| Less than 1% | |||||||||||||||||||
| 14 | TYPE OF REPORTING PERSON | ||||||||||||||||||
| PN | |||||||||||||||||||
| 7 |
CUSIP No. 01626W101
| 1 | NAME OF REPORTING PERSON | ||||||||||||||||||
| STARBOARD VALUE L 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 | 1,228,759 | ||||||||||||||||||
| OWNED BY | 8 | SHARED VOTING POWER | |||||||||||||||||
| EACH | |||||||||||||||||||
| REPORTING | - 0 - | ||||||||||||||||||
| PERSON WITH | 9 | SOLE DISPOSITIVE POWER | |||||||||||||||||
| 1,228,759 | |||||||||||||||||||
| 10 | SHARED DISPOSITIVE POWER | ||||||||||||||||||
| - 0 - | |||||||||||||||||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||||||||||
| 1,228,759 | |||||||||||||||||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ☐ | |||||||||||||||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||||||||||||||||
| Less than 1% | |||||||||||||||||||
| 14 | TYPE OF REPORTING PERSON | ||||||||||||||||||
| PN | |||||||||||||||||||
| 8 |
CUSIP No. 01626W101
| 1 | NAME OF REPORTING PERSON | ||||||||||||||||||
| STARBOARD VALUE R GP 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 | 3,418,142 | ||||||||||||||||||
| OWNED BY | 8 | SHARED VOTING POWER | |||||||||||||||||
| EACH | |||||||||||||||||||
| REPORTING | - 0 - | ||||||||||||||||||
| PERSON WITH | 9 | SOLE DISPOSITIVE POWER | |||||||||||||||||
| 3,418,142 | |||||||||||||||||||
| 10 | SHARED DISPOSITIVE POWER | ||||||||||||||||||
| - 0 - | |||||||||||||||||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||||||||||
| 3,418,142 | |||||||||||||||||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ☐ | |||||||||||||||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||||||||||||||||
| Less than 1% | |||||||||||||||||||
| 14 | TYPE OF REPORTING PERSON | ||||||||||||||||||
| OO | |||||||||||||||||||
| 9 |
CUSIP No. 01626W101
| 1 | NAME OF REPORTING PERSON | ||||||||||||||||||
| STARBOARD X MASTER FUND LTD | |||||||||||||||||||
| 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 | 7,157,058 | ||||||||||||||||||
| OWNED BY | 8 | SHARED VOTING POWER | |||||||||||||||||
| EACH | |||||||||||||||||||
| REPORTING | - 0 - | ||||||||||||||||||
| PERSON WITH | 9 | SOLE DISPOSITIVE POWER | |||||||||||||||||
| 7,157,058 | |||||||||||||||||||
| 10 | SHARED DISPOSITIVE POWER | ||||||||||||||||||
| - 0 - | |||||||||||||||||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||||||||||
| 7,157,058 | |||||||||||||||||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ☐ | |||||||||||||||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||||||||||||||||
| 1.4% | |||||||||||||||||||
| 14 | TYPE OF REPORTING PERSON | ||||||||||||||||||
| CO | |||||||||||||||||||
| 10 |
CUSIP No. 01626W101
| 1 | NAME OF REPORTING PERSON | ||||||||||||||||||
| STARBOARD VALUE GP 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 | 39,807,000 | ||||||||||||||||||
| OWNED BY | 8 | SHARED VOTING POWER | |||||||||||||||||
| EACH | |||||||||||||||||||
| REPORTING | - 0 - | ||||||||||||||||||
| PERSON WITH | 9 | SOLE DISPOSITIVE POWER | |||||||||||||||||
| 39,807,000 | |||||||||||||||||||
| 10 | SHARED DISPOSITIVE POWER | ||||||||||||||||||
| - 0 - | |||||||||||||||||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||||||||||
| 39,807,000* | |||||||||||||||||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ☐ | |||||||||||||||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||||||||||||||||
| 7.8% | |||||||||||||||||||
| 14 | TYPE OF REPORTING PERSON | ||||||||||||||||||
| OO | |||||||||||||||||||
*Includes 8,967,289 Shares underlying certain forward purchase contracts exercisable within 60 days hereof.
| 11 |
CUSIP No. 01626W101
| 1 | NAME OF REPORTING PERSON | ||||||||||||||||||
| STARBOARD PRINCIPAL CO 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 | 39,807,000 | ||||||||||||||||||
| OWNED BY | 8 | SHARED VOTING POWER | |||||||||||||||||
| EACH | |||||||||||||||||||
| REPORTING | - 0 - | ||||||||||||||||||
| PERSON WITH | 9 | SOLE DISPOSITIVE POWER | |||||||||||||||||
| 39,807,000 | |||||||||||||||||||
| 10 | SHARED DISPOSITIVE POWER | ||||||||||||||||||
| - 0 - | |||||||||||||||||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||||||||||
| 39,807,000* | |||||||||||||||||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ☐ | |||||||||||||||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||||||||||||||||
| 7.8% | |||||||||||||||||||
| 14 | TYPE OF REPORTING PERSON | ||||||||||||||||||
| PN | |||||||||||||||||||
*Includes 8,967,289 Shares underlying certain forward purchase contracts exercisable within 60 days hereof.
| 12 |
CUSIP No. 01626W101
| 1 | NAME OF REPORTING PERSON | ||||||||||||||||||
| STARBOARD PRINCIPAL CO GP 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 | 39,807,000 | ||||||||||||||||||
| OWNED BY | 8 | SHARED VOTING POWER | |||||||||||||||||
| EACH | |||||||||||||||||||
| REPORTING | - 0 - | ||||||||||||||||||
| PERSON WITH | 9 | SOLE DISPOSITIVE POWER | |||||||||||||||||
| 39,807,000 | |||||||||||||||||||
| 10 | SHARED DISPOSITIVE POWER | ||||||||||||||||||
| - 0 - | |||||||||||||||||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||||||||||
| 39,807,000* | |||||||||||||||||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ☐ | |||||||||||||||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||||||||||||||||
| 7.8% | |||||||||||||||||||
| 14 | TYPE OF REPORTING PERSON | ||||||||||||||||||
| OO | |||||||||||||||||||
*Includes 8,967,289 Shares underlying certain forward purchase contracts exercisable within 60 days hereof.
| 13 |
CUSIP No. 01626W101
| 1 | NAME OF REPORTING PERSON | ||||||||||||||||||
| JEFFREY C. SMITH | |||||||||||||||||||
| 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 | - 0 - | ||||||||||||||||||
| OWNED BY | 8 | SHARED VOTING POWER | |||||||||||||||||
| EACH | |||||||||||||||||||
| REPORTING | 39,807,000 | ||||||||||||||||||
| PERSON WITH | 9 | SOLE DISPOSITIVE POWER | |||||||||||||||||
| - 0 - | |||||||||||||||||||
| 10 | SHARED DISPOSITIVE POWER | ||||||||||||||||||
| 39,807,000 | |||||||||||||||||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||||||||||
| 39,807,000* | |||||||||||||||||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ☐ | |||||||||||||||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||||||||||||||||
| 7.8% | |||||||||||||||||||
| 14 | TYPE OF REPORTING PERSON | ||||||||||||||||||
| IN | |||||||||||||||||||
*Includes 8,967,289 Shares underlying certain forward purchase contracts exercisable within 60 days hereof.
| 14 |
CUSIP No. 01626W101
| 1 | NAME OF REPORTING PERSON | ||||||||||||||||||
| PETER A. FELD | |||||||||||||||||||
| 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 | - 0 - | ||||||||||||||||||
| OWNED BY | 8 | SHARED VOTING POWER | |||||||||||||||||
| EACH | |||||||||||||||||||
| REPORTING | 39,807,000 | ||||||||||||||||||
| PERSON WITH | 9 | SOLE DISPOSITIVE POWER | |||||||||||||||||
| - 0 - | |||||||||||||||||||
| 10 | SHARED DISPOSITIVE POWER | ||||||||||||||||||
| 39,807,000 | |||||||||||||||||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||||||||||
| 39,807,000* | |||||||||||||||||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ☐ | |||||||||||||||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||||||||||||||||
| 7.8% | |||||||||||||||||||
| 14 | TYPE OF REPORTING PERSON | ||||||||||||||||||
| IN | |||||||||||||||||||
*Includes 8,967,289 Shares underlying certain forward purchase contracts exercisable within 60 days hereof.
| 15 |
CUSIP No. 01626W101
| 1 | NAME OF REPORTING PERSON | ||||||||||||||||||
| KEITH D. DORSEY | |||||||||||||||||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☐ | |||||||||||||||||
| (b) ☐ | |||||||||||||||||||
| 3 | SEC USE ONLY | ||||||||||||||||||
| 4 | SOURCE OF FUNDS | ||||||||||||||||||
| 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 | - 0 - | ||||||||||||||||||
| OWNED BY | 8 | SHARED VOTING POWER | |||||||||||||||||
| EACH | |||||||||||||||||||
| REPORTING | - 0 - | ||||||||||||||||||
| PERSON WITH | 9 | SOLE DISPOSITIVE POWER | |||||||||||||||||
| - 0 - | |||||||||||||||||||
| 10 | SHARED DISPOSITIVE POWER | ||||||||||||||||||
| - 0 - | |||||||||||||||||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||||||||||
| - 0 - | |||||||||||||||||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ☐ | |||||||||||||||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||||||||||||||||
| 0% | |||||||||||||||||||
| 14 | TYPE OF REPORTING PERSON | ||||||||||||||||||
| IN | |||||||||||||||||||
| 16 |
CUSIP No. 01626W101
| 1 | NAME OF REPORTING PERSON | ||||||||||||||||||
| MATTHEW C. LEVIN | |||||||||||||||||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☐ | |||||||||||||||||
| (b) ☐ | |||||||||||||||||||
| 3 | SEC USE ONLY | ||||||||||||||||||
| 4 | SOURCE OF FUNDS | ||||||||||||||||||
| PF | |||||||||||||||||||
| 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 | 2,635 | ||||||||||||||||||
| OWNED BY | 8 | SHARED VOTING POWER | |||||||||||||||||
| EACH | |||||||||||||||||||
| REPORTING | - 0 - | ||||||||||||||||||
| PERSON WITH | 9 | SOLE DISPOSITIVE POWER | |||||||||||||||||
| 2,635 | |||||||||||||||||||
| 10 | SHARED DISPOSITIVE POWER | ||||||||||||||||||
| - 0 - | |||||||||||||||||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||||||||||
| 2,635 | |||||||||||||||||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ☐ | |||||||||||||||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||||||||||||||||
| Less than 1% | |||||||||||||||||||
| 14 | TYPE OF REPORTING PERSON | ||||||||||||||||||
| IN | |||||||||||||||||||
| 17 |
CUSIP No. 01626W101
| 1 | NAME OF REPORTING PERSON | ||||||||||||||||||
| GAVIN T. MOLINELLI | |||||||||||||||||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☐ | |||||||||||||||||
| (b) ☐ | |||||||||||||||||||
| 3 | SEC USE ONLY | ||||||||||||||||||
| 4 | SOURCE OF FUNDS | ||||||||||||||||||
| 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 | - 0 - | ||||||||||||||||||
| OWNED BY | 8 | SHARED VOTING POWER | |||||||||||||||||
| EACH | |||||||||||||||||||
| REPORTING | - 0 - | ||||||||||||||||||
| PERSON WITH | 9 | SOLE DISPOSITIVE POWER | |||||||||||||||||
| - 0 - | |||||||||||||||||||
| 10 | SHARED DISPOSITIVE POWER | ||||||||||||||||||
| - 0 - | |||||||||||||||||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||||||||||
| - 0 - | |||||||||||||||||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ☐ | |||||||||||||||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||||||||||||||||
| 0% | |||||||||||||||||||
| 14 | TYPE OF REPORTING PERSON | ||||||||||||||||||
| IN | |||||||||||||||||||
| 18 |
CUSIP No. 01626W101
| 1 | NAME OF REPORTING PERSON | ||||||||||||||||||
| CORETHA RUSHING | |||||||||||||||||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☐ | |||||||||||||||||
| (b) ☐ | |||||||||||||||||||
| 3 | SEC USE ONLY | ||||||||||||||||||
| 4 | SOURCE OF FUNDS | ||||||||||||||||||
| 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 | - 0 - | ||||||||||||||||||
| OWNED BY | 8 | SHARED VOTING POWER | |||||||||||||||||
| EACH | |||||||||||||||||||
| REPORTING | - 0 - | ||||||||||||||||||
| PERSON WITH | 9 | SOLE DISPOSITIVE POWER | |||||||||||||||||
| - 0 - | |||||||||||||||||||
| 10 | SHARED DISPOSITIVE POWER | ||||||||||||||||||
| - 0 - | |||||||||||||||||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||||||||||
| - 0 - | |||||||||||||||||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ☐ | |||||||||||||||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||||||||||||||||
| 0% | |||||||||||||||||||
| 14 | TYPE OF REPORTING PERSON | ||||||||||||||||||
| IN | |||||||||||||||||||
| 19 |
CUSIP No. 01626W101
The following constitutes the Schedule 13D filed by the undersigned (the “Schedule 13D”).
| Item 1. | Security and Issuer. |
This statement relates to the Class A Common Stock, par value $0.0001 per share (the “Shares”), of Alight, Inc., a Delaware corporation (the “Issuer”). The address of the principal executive offices of the Issuer is 4 Overlook Point, Lincolnshire, Illinois 60069.
| Item 2. | Identity and Background. |
(a) This statement is filed by:
| (i) | Starboard Value and Opportunity Master Fund Ltd, a Cayman Islands exempted company (“Starboard V&O Fund”), with respect to the Shares directly and beneficially owned by it; |
| (ii) | Starboard Value and Opportunity S LLC, a Delaware limited liability company (“Starboard S LLC”), with respect to the Shares directly and beneficially owned by it; |
| (iii) | Starboard Value and Opportunity C LP, a Delaware limited partnership (“Starboard C LP”), with respect to the Shares directly and beneficially owned by it; |
| (iv) | Starboard Value R LP (“Starboard R LP”), as the general partner of Starboard C LP; |
| (v) | Starboard Value and Opportunity Master Fund L LP, a Cayman Islands exempted limited partnership (“Starboard L Master”), with respect to the Shares directly and beneficially owned by it; |
| (vi) | Starboard Value L LP (“Starboard L GP”), as the general partner of Starboard L Master; |
| (vii) | Starboard Value R GP LLC (“Starboard R GP”), as the general partner of Starboard R LP and Starboard L GP; |
| (viii) | Starboard X Master Fund Ltd, a Cayman Islands exempted company (“Starboard X Master”), with respect to the Shares directly and beneficially owned by it; |
| (ix) | Starboard Value LP, as the investment manager of Starboard V&O Fund, Starboard C LP, Starboard L Master, Starboard X Master and of a certain managed account (the “Starboard Value LP Account”) and the manager of Starboard S LLC; |
| (x) | Starboard Value GP LLC (“Starboard Value GP”), as the general partner of Starboard Value LP; |
| (xi) | Starboard Principal Co LP (“Principal Co”), as a member of Starboard Value GP; |
| 20 |
CUSIP No. 01626W101
| (xii) | Starboard Principal Co GP LLC (“Principal GP”), as the general partner of Principal Co; |
| (xiii) | Jeffrey C. Smith, as a member of Principal GP and as a member of each of the Management Committee of Starboard Value GP and the Management Committee of Principal GP; |
| (xiv) | Peter A. Feld, as a member of Principal GP and as a member of each of the Management Committee of Starboard Value GP and the Management Committee of Principal GP; |
| (xv) | Keith D. Dorsey, as a nominee for the Board of Directors of the Issuer (the “Board”); |
| (xvi) | Matthew C. Levin, as a nominee for the Board; |
| (xvii) | Gavin T. Molinelli, as a nominee for the Board; and |
| (xviii) | Coretha Rushing, as a nominee for the Board. |
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 Group Agreement, as further described in Item 6. Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D.
(b) The address of the principal office of each of Starboard V&O Fund, Starboard S LLC, Starboard C LP, Starboard R LP, Starboard L Master, Starboard L GP, Starboard R GP, Starboard X Master, Starboard Value LP, Starboard Value GP, Principal Co, Principal GP and Mr. Molinelli is 777 Third Avenue, 18th Floor, New York, New York 10017. The address of the principal office of each of Messrs. Smith and Feld is c/o Starboard Value LP, 201 E Las Olas Boulevard, Suite 1000, Fort Lauderdale, Florida 33301. The officers and directors of Starboard V&O Fund and Starboard X Master and their principal occupations and business addresses are set forth on Schedule A and are incorporated by reference in this Item 2. The principal business address of Dr. Dorsey is 81075 Monarchos Circle, La Quinta, California 92253. The principal business address of Mr. Levin is 1702 North Burling Street, Chicago, Illinois 60614. The principal business address of Ms. Rushing is 2221 Peachtree Street, NE, STE D322, Atlanta, Georgia 30309.
(c) The principal business of Starboard V&O Fund is serving as a private investment fund. Starboard V&O Fund has been formed for the purpose of making equity investments and, on occasion, taking an active role in the management of portfolio companies in order to enhance shareholder value. Starboard S LLC, Starboard C LP, Starboard L Master and Starboard X Master have been formed for the purpose of investing in securities and engaging in all related activities and transactions. Starboard Value LP provides investment advisory and management services and acts as the investment manager of Starboard V&O Fund, Starboard C LP, Starboard L Master, Starboard X Master and the Starboard Value LP Account and the manager of Starboard S LLC. The principal business of Starboard Value GP is providing a full range of investment advisory, pension advisory and management services and serving as the general partner of Starboard Value LP. The principal business of Principal Co is providing investment advisory and management services. Principal Co is a member of Starboard Value GP. Principal GP serves as the general partner of Principal Co. Starboard R LP serves as the general partner of Starboard C LP. Starboard L GP serves as the general partner of Starboard L Master. Starboard R GP serves as the general partner of Starboard R LP and Starboard L GP. Messrs. Smith and Feld serve as members of Principal GP and the members of each of the Management Committee of Starboard Value GP and the Management Committee of Principal GP. The principal occupation of Dr. Dorsey is serving as a Managing Partner and the U.S. Practice Leader of CEO & Board services at Boyden. The principal occupation of Mr. Levin is serving as the Chief Executive Officer of People2.0. The principal occupation of Mr. Molinelli is serving as a Senior Partner and Co-Portfolio Manager of Starboard Value LP. The principal occupation of Ms. Rushing is serving as a Managing Director and Executive Mentor for The ExCo Group, LLC.
| 21 |
CUSIP No. 01626W101
(d) No Reporting Person, nor any person listed on Schedule A, annexed hereto, 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, annexed hereto, 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) Messrs. Smith, Feld, Levin, and Molinelli, Dr. Dorsey and Ms. Rushing are citizens of the United States of America. The citizenship of the persons listed on Schedule A is set forth therein.
| Item 3. | Source and Amount of Funds or Other Consideration. |
The Shares purchased by each of Starboard V&O Fund, Starboard S LLC, Starboard C LP, Starboard L Master, Starboard X Master and held in the Starboard Value LP 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) in open market purchases, except as otherwise noted, as set forth in Schedule B, which is incorporated by reference herein. The aggregate purchase price of the 13,223,148 Shares beneficially owned by Starboard V&O Fund is approximately $122,003,641, excluding brokerage commissions. The aggregate purchase price of the entered into over-the-counter forward purchase contracts for the purchase of 8,967,289 Shares by Starboard V&O Fund is approximately $75,551,725, excluding brokerage commissions. The aggregate purchase price of the 2,821,540 Shares beneficially owned by Starboard S LLC is approximately $25,214,737, excluding brokerage commissions. The aggregate purchase price of the 2,189,383 Shares beneficially owned by Starboard C LP is approximately $19,562,709, excluding brokerage commissions. The aggregate purchase price of the 1,228,759 Shares beneficially owned by Starboard L Master is approximately $10,983,256, excluding brokerage commissions. The aggregate purchase price of the 7,157,058 Shares beneficially owned by Starboard X Master is approximately $64,003,922, excluding brokerage commissions. The aggregate purchase price of the 4,219,823 Shares held in the Starboard Value LP Account is approximately $38,866,102, excluding brokerage commissions.
The Shares beneficially owned by Mr. Levin are held in the Matthew Carl Levin Trust, of which he is the sole trustee, and were purchased in the open market with personal funds. The aggregate purchase price of the 2,635 Shares beneficially owned by Mr. Levin is $24,979, excluding 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 or otherwise, on such terms and at such times as the Reporting Persons may deem advisable.
| 22 |
CUSIP No. 01626W101
On February 16, 2024, Starboard V&O Fund (together with its affiliates, “Starboard”) delivered a letter to the Issuer (the “Nomination Letter”) nominating a slate of highly qualified director candidates, including Keith D. Dorsey, Matthew C. Levin, Gavin T. Molinelli and Coretha Rushing (collectively, the “Nominees”), for election to the Board at the Issuer’s 2024 annual meeting of stockholders (the “Annual Meeting”). As evidenced by their detailed biographies below, the Nominees have backgrounds spanning human capital management, management consulting, corporate strategy, finance, private equity, restructuring, strategic transformation and public company governance. Starboard carefully selected this highly qualified slate of Nominees who collectively have substantial and highly successful experience in the human capital management sector, including decades of experience as senior executives and directors of well-performing human capital management and consulting companies. Starboard expects that three of the Issuer’s current Board members will be standing for election at the Annual Meeting, and if that remains the case, Starboard has indicated that it would withdraw one of its nominees.
Keith D. Dorsey currently serves as a Managing Partner and the U.S. Practice Leader of CEO & Board services at Boyden, a global executive search firm, since April 2022 and as President and Executive Advisor for Dorsey Management Consulting, an executive advisory and business consulting firm since February 2019. Previously, Dr. Dorsey served as Executive Vice President, Global Head of Sales at Alight Solutions (n/k/a Alight, Inc. (NYSE: ALIT)), a cloud-based human capital technology and services provider, from May 2017 to January 2019; he served in various senior global sales roles at Aon Hewitt, a human capital management services subsidiary of Aon plc (NYSE: AON), a leading professional services firm providing a broad range of risk, retirement, and health solutions, from 2011 to 2017; he served as Vice President, Point Solutions Sales with Hewitt Associates, Inc. (formerly NYSE: HEW), a leader in health, retirement and human capital consulting, and outsourcing services, from 2007 to 2011; and he served in various sales and management roles of increasing responsibility at Paychex, Inc. (NASDAQ: PAYX), a human capital management solutions company, from 1990 to 2007. Prior to that, Dr. Dorsey worked in the insurance industry and served in the U.S. Air Force, a branch of the United States Armed Forces. Previously, Dr. Dorsey served as a director on the board of Vimly Benefit Solutions, Inc., an employee benefits technology and third-party administration company, from January 2022 to January 2024 and he served as a director on the board of Orion Talent, a talent advisory and recruitment company, from May 2019 to December 2021. Dr. Dorsey serves on the City of La Quinta’s Financial Advisory Commission, an advisory commission to the City of La Quinta, California, including as its Chair since August 2023, as its Vice Chair from July 2022 to August 2023, and as Commissioner from July 2021 to July 2022. Dr. Dorsey received his EdD from the University of Southern California, his MBA from Pepperdine University, and his B.S. from Charter Oak State College.
Matthew C. Levin currently serves as the Chief Executive Officer of People2.0, a leading global employer of record (EOR) and agent of record (AOR) services provider, since September 2023. Previously, Mr. Levin served as the President, Chief Executive Officer and a member of the board of directors of Benefitfocus, Inc. (“Benefitfocus”)(formerly NASDAQ: BNFT), a cloud-based software solutions company for health care and benefits administration, from May 2021 until it was acquired by Voya Financial, Inc. (“Voya”)(NYSE: VOYA) in January 2023. Following the acquisition, Mr. Levin continued to serve as Chief Executive Officer of Benefitfocus, as a subsidiary of Voya, until April 2023. Prior to that, Mr. Levin served as Chief Strategy Officer of Automatic Data Processing, Inc. (NASDAQ: ADP), a leading provider of human capital management solutions, from November 2018 until April 2021. Prior to that, he was a Managing Partner of Psilos Group Managers, a growth equity firm where he specialized in technology-enabled services investments, from January 2017 to October/ 2018. Prior to that, Mr. Levin was Executive Vice President and Head of Global Strategy of Aon plc (NYSE: AON), a leading professional services firm providing a broad range of risk, retirement, and health solutions, from August 2011 to December 2016. Prior to Aon plc, Mr. Levin served as Senior Vice President of Corporate Development and Strategy for Hewitt Associates, Inc. (formerly NYSE: HEW), a leader in health, retirement and human capital consulting, and outsourcing services, from 2007 to 2011. He was a core member of the team that led the $4.9 billion merger between Aon Consulting and Hewitt Associates, Inc., creating an industry-leading benefits and human resources solutions firm. Earlier in his career, he served as Senior Vice President of Corporate Development and Strategic Planning for IHS Inc. (formerly NYSE: IHS) and as Vice President, Global Operations Officer for the human capital solutions business at Hudson Highland Group, Inc. (formerly NASDAQ: HHGP). Mr. Levin began his career in the First Scholar Program at First Chicago NBD, now JP Morgan Chase, before serving as a management consultant at Sibson & Company. Since June 2023, Mr. Levin has served on the boards of directors of First Dollar, Inc., a technology company that provides infrastructure for health spending benefits, and Vida Health, Inc., a leading provider of virtual cardiometabolic care services. Previously, he served on the boards of directors of Aircraft Technical Publishers, an information services and software solutions company, from January 2016 to November 2018 and OneDigital Health and Benefits (n/k/a Digital Insurance LLC), a healthcare company, from May 2017 to November 2018. Mr. Levin received an MBA from the University of Chicago Booth School of Business and a B.A. from Northwestern University.
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CUSIP No. 01626W101
Gavin T. Molinelli is a Senior Partner and Co-Portfolio Manager of Starboard Value LP, an investment adviser with a focused and fundamental approach to investing primarily in publicly traded U.S. companies. Prior to Starboard Value LP’s formation in 2011, as part of the spin-off, Mr. Molinelli was a Director and an Investment Analyst at Ramius LLC for the funds that comprised the Value and Opportunity investment platform. Prior to joining Ramius LLC in October 2006, Mr. Molinelli was a member of the Technology Investment Banking group at Banc of America Securities LLC. Mr. Molinelli currently serves as Chair of the Board of Directors of Acacia Research Corporation (NASDAQ: ACTG), a company focused on acquiring and operating attractive businesses across the industrial, healthcare, energy, and mature technology sectors to drive value, since October 2022. Mr. Molinelli previously served on the Board of Directors of each of Forest City Realty Trust, Inc. (formerly NYSE: FCEA), a real estate investment trust, from April 2018 until its acquisition by Brookfield Asset Management Inc. (NYSE: BAM) in December 2018, Depomed, Inc. (n/k/a Assertio Therapeutics, Inc. (NASDAQ: ASRT)), a specialty pharmaceutical company, from March 2017 to August 2017 and Wausau Paper Corp. (formerly NYSE: WPP), a then leading provider of away from home towel and tissue products, from July 2014 until it was acquired by SCA Tissue North America LLC in January 2016. Mr. Molinelli also previously served on the Board of Directors of Actel Corporation (formerly NASDAQ: ACTL), a semiconductor company. Mr. Molinelli received a B.A. in Economics from Washington and Lee University.
Coretha Rushing currently serves as Managing Director and Executive Mentor for The ExCo Group, LLC (formerly Merryck & Co. Americas, LLC), a global executive coaching and mentoring firm, since February 2020 and as the President of CR Consulting Alliance, LLC, a human resource consulting firm, since November 2019. Previously, Ms. Rushing served as Corporate Vice President and Chief Human Resources Officer for Equifax Inc. (NYSE: EFX), a consumer credit reporting agency, from May 2006 to January 2020. Ms. Rushing also served in various roles of increasing responsibility at The Coca-Cola Company (NYSE: KO), a multinational beverage corporation, from 1996 to 2004, including as Senior Vice President, Chief Human Resources Officer. She also served in human resources positions of increasing responsibility at International Business Machines Corporation (NYSE: IBM), an international business solutions company and PepsiCo, Inc. (NASDAQ: PEP), a global food and beverage company. Ms. Rushing has served on the Boards of Directors of ThredUp Inc. (NASDAQ: TDUP), an online resale platform, since January 2022 and 2U, Inc. (NASDAQ: TWOU), an educational technology company, since April 2016. Previously, she served on the Board of Directors of Benefitfocus, Inc. (formerly NASDAQ: BNFT), a cloud-based software solutions company for health care and benefits administration, from March 2021 until it was acquired by Voya Financial, Inc. (NYSE: VOYA) in January 2023. Ms. Rushing also previously served on the Board of Directors of The Society for Human Resource Management, including most recently as Chair and then Chair Emeritus, from May 2016 to December 2019. Ms. Rushing currently serves as an external member of the Board of Directors of Spencer Stuart, a global search firm and professional services firm, since February 2021, and as a member of the Board of Directors of the Big Brothers and Big Sisters of Atlanta, from April 2009 to June 2012, where she chaired the Fundraising and Development Committee responsible for financing their new facility. Ms. Rushing received her Masters of Education in Human Resources and Counseling from The George Washington University and a B.S. from East Carolina University.
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Starboard intends to engage in discussions with management and the Board of the Issuer regarding Board representation and the composition of the Issuer’s Board, generally.
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. The Reporting Persons intend to review their investment in the Issuer on a continuing basis. 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 communications with management and the Board of Directors of the Issuer, engaging in discussions with stockholders of the Issuer or other third parties about the Issuer and the Reporting Persons’ investment, including potential business combinations or dispositions involving the Issuer or certain of its businesses, making recommendations or proposals to the Issuer concerning changes to the capitalization, ownership structure, board structure (including board composition), potential business combinations or dispositions involving the Issuer or certain of its businesses, or suggestions for improving the Issuer’s financial and/or operational performance, 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, including swaps and other derivative instruments, or changing their intention with respect to any and all matters referred to in Item 4.
| Item 5. | Interest in Securities of the Issuer. |
The aggregate percentage of Shares reported owned by each person named herein is based upon 510,900,000 Shares outstanding, as of December 31, 2023, which is the total number of Shares outstanding as reported in Exhibit 99.1 to the Issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 21, 2024.
| A. | Starboard V&O Fund |
| (a) | As of the close of business on February 21, 2024, Starboard V&O Fund beneficially owned 22,190,437 Shares, including 8,967,289 Shares underlying certain forward purchase contracts. |
Percentage: Approximately 4.3%
| (b) | 1. Sole power to vote or direct vote: 22,190,437 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 22,190,437 4. Shared power to dispose or direct the disposition: 0 |
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| (c) | The transactions in the Shares by Starboard V&O Fund during the past sixty days are set forth in Schedule B and are incorporated herein by reference. |
| B. | Starboard S LLC |
| (a) | As of the close of business on February 21, 2024, Starboard S LLC beneficially owned 2,821,540 Shares. |
Percentage: Less than 1%
| (b) | 1. Sole power to vote or direct vote: 2,821,540 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 2,821,540 4. Shared power to dispose or direct the disposition: 0 |
| (c) | The transactions in the Shares by Starboard S LLC during the past sixty days are set forth in Schedule B and are incorporated herein by reference. |
| C. | Starboard C LP |
| (a) | As of the close of business on February 21, 2024, Starboard C LP beneficially owned 2,189,383 Shares. |
Percentage: Less than 1%
| (b) | 1. Sole power to vote or direct vote: 2,189,383 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 2,189,383 4. Shared power to dispose or direct the disposition: 0 |
| (c) | The transactions in the Shares by Starboard C LP during the past sixty days are set forth in Schedule B and are incorporated herein by reference. |
| D. | Starboard R LP |
| (a) | As the general partner of Starboard C LP, Starboard R LP may be deemed the beneficial owner of the 2,189,383 Shares owned by Starboard C LP. |
Percentage: Less than 1%
| (b) | 1. Sole power to vote or direct vote: 2,189,383 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 2,189,383 4. Shared power to dispose or direct the disposition: 0 |
| (c) | Starboard R LP has not entered into any transactions in the Shares during the past sixty days. The transactions in the Shares on behalf of Starboard C LP during the past sixty days are set forth in Schedule B and are incorporated herein by reference. |
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| E. | Starboard L Master |
| (a) | As of the close of business on February 21, 2024, Starboard L Master beneficially owned 1,228,759 Shares. |
Percentage: Less than 1%
| (b) | 1. Sole power to vote or direct vote: 1,228,759 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 1,228,759 4. Shared power to dispose or direct the disposition: 0 |
| (c) | The transactions in the Shares by Starboard L Master during the past sixty days are set forth in Schedule B and are incorporated herein by reference. |
| F. | Starboard L GP |
| (a) | Starboard L GP, as the general partner of Starboard L Master, may be deemed the beneficial owner of the 1,228,759 Shares owned by Starboard L Master. |
Percentage: Less than 1%
| (b) | 1. Sole power to vote or direct vote: 1,228,759 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 1,228,759 4. Shared power to dispose or direct the disposition: 0 |
| (c) | Starboard L GP has not entered into any transactions in the Shares during the past sixty days. The transactions in the Shares on behalf of Starboard L Master during the past sixty days are set forth in Schedule B and are incorporated herein by reference. |
| G. | Starboard R GP |
| (a) | Starboard R GP, as the general partner of Starboard R LP and Starboard L GP, may be deemed the beneficial owner of the (i) 2,189,383 Shares owned by Starboard C LP and (ii) 1,228,759 Shares owned by Starboard L Master. |
Percentage: Less than 1%
| (b) | 1. Sole power to vote or direct vote: 3,418,142 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 3,418,142 4. Shared power to dispose or direct the disposition: 0 |
| (c) | Starboard R GP has not entered into any transactions in the Shares during the past sixty days. The transactions in the Shares on behalf of each of Starboard C LP and Starboard L Master during the past sixty days are set forth in Schedule B and are incorporated herein by reference. |
| H. | Starboard X Master |
| (a) | As of the close of business on February 21, 2024, Starboard X Master beneficially owned 7,157,058 Shares. |
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Percentage: Approximately 1.4%
| (b) | 1. Sole power to vote or direct vote: 7,157,058 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 7,157,058 4. Shared power to dispose or direct the disposition: 0 |
| (c) | The transactions in the Shares by Starboard X Master during the past sixty days are set forth in Schedule B and are incorporated herein by reference. |
| I. | Starboard Value LP |
| (a) | As of the close of business on February 21, 2024, 4,219,823 Shares were held in the Starboard Value LP Account. Starboard Value LP, as the investment manager of Starboard V&O Fund, Starboard C LP, Starboard L Master, Starboard X Master, and the Starboard Value LP Account and the manager of Starboard S LLC, may be deemed the beneficial owner of the (i) 22,190,437 Shares owned by Starboard V&O Fund, (ii) 2,821,540 Shares owned by Starboard S LLC, (iii) 2,189,383 Shares owned by Starboard C LP, (iv) 1,228,759 Shares owned by Starboard L Master, (v) 7,157,058 Shares owned by Starboard X Master and (vi) 4,219,823 Shares held in the Starboard Value LP Account. |
Percentage: Approximately 7.8%
| (b) | 1. Sole power to vote or direct vote: 39,807,000 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 39,807,000 4. Shared power to dispose or direct the disposition: 0 |
| (c) | The transactions in the Shares by Starboard Value LP through the Starboard Value LP Account and on behalf of each of Starboard V&O Fund, Starboard S LLC, Starboard C LP, Starboard L Master and Starboard X Master during the past sixty days are set forth in Schedule B and are incorporated herein by reference. |
| J. | Starboard Value GP |
| (a) | Starboard Value GP, as the general partner of Starboard Value LP, may be deemed the beneficial owner of the (i) 22,190,437 Shares owned by Starboard V&O Fund, (ii) 2,821,540 Shares owned by Starboard S LLC, (iii) 2,189,383 Shares owned by Starboard C LP, (iv) 1,228,759 Shares owned by Starboard L Master, (v) 7,157,058 Shares owned by Starboard X Master and (vi) 4,219,823 Shares held in the Starboard Value LP Account. |
Percentage: Approximately 7.8%
| (b) | 1. Sole power to vote or direct vote: 39,807,000 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 39,807,000 4. Shared power to dispose or direct the disposition: 0 |
| (c) | Starboard Value GP has not entered into any transactions in the Shares during the past sixty days. The transactions in the Shares by Starboard Value LP through the Starboard Value LP Account and on behalf of each of Starboard V&O Fund, Starboard S LLC, Starboard C LP, Starboard L Master and Starboard X Master during the past sixty days are set forth in Schedule B and are incorporated herein by reference. |
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| K. | Principal Co |
| (a) | Principal Co, as a member of Starboard Value GP, may be deemed the beneficial owner of the (i) 22,190,437 Shares owned by Starboard V&O Fund, (ii) 2,821,540 Shares owned by Starboard S LLC, (iii) 2,189,383 Shares owned by Starboard C LP, (iv) 1,228,759 Shares owned by Starboard L Master, (v) 7,157,058 Shares owned by Starboard X Master and (vi) 254,062 Shares held in the Starboard Value LP Account. |
Percentage: Approximately 7.8%
| (b) | 1. Sole power to vote or direct vote: 39,807,000 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 39,807,000 4. Shared power to dispose or direct the disposition: 0 |
| (c) | Principal Co has not entered into any transactions in the Shares during the past sixty days. The transactions in the Shares by Starboard Value LP through the Starboard Value LP Account and on behalf of each of Starboard V&O Fund, Starboard S LLC, Starboard C LP, Starboard L Master and Starboard X Master during the past sixty days are set forth in Schedule B and are incorporated herein by reference. |
| L. | Principal GP |
| (a) | Principal GP, as the general partner of Principal Co, may be deemed the beneficial owner of (i) 22,190,437 Shares owned by Starboard V&O Fund, (ii) 2,821,540 Shares owned by Starboard S LLC, (iii) 2,189,383 Shares owned by Starboard C LP, (iv) 1,228,759 Shares owned by Starboard L Master, (v) 7,157,058 Shares owned by Starboard X Master and (vi) 4,219,823 Shares held in the Starboard Value LP Account. |
Percentage: Approximately 7.8%
| (b) | 1. Sole power to vote or direct vote: 39,807,000 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 39,807,000 4. Shared power to dispose or direct the disposition: 0 |
| (c) | Principal GP has not entered into any transactions in the Shares during the past sixty days. The transactions in the Shares by Starboard Value LP through the Starboard Value LP Account and on behalf of each of Starboard V&O Fund, Starboard S LLC, Starboard C LP, Starboard L Master and Starboard X Master during the past sixty days are set forth in Schedule B and are incorporated herein by reference. |
| M. | Messrs. Smith and Feld |
| (a) | Each of Messrs. Smith and Feld, as a member of Principal GP and as a member of each of the Management Committee of Starboard Value GP and the Management Committee of Principal GP, may be deemed the beneficial owner of the (i) 22,190,437 Shares owned by Starboard V&O Fund, (ii) 2,821,540 Shares owned by Starboard S LLC, (iii) 2,189,383 Shares owned by Starboard C LP, (iv) 1,228,759 Shares owned by Starboard L Master, (v) 7,157,058 Shares owned by Starboard X Master and (vi) 4,219,823 Shares held in the Starboard Value LP Account. |
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Percentage: Approximately 7.8%
| (b) | 1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 39,807,000 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 39,807,000 |
| (c) | None of Messrs. Smith or Feld has entered into any transactions in the Shares during the past sixty days. The transactions in the Shares by Starboard Value LP through the Starboard Value LP Account and on behalf of each of Starboard V&O Fund, Starboard S LLC, Starboard C LP, Starboard L Master and Starboard X Master during the past sixty days are set forth in Schedule B and are incorporated herein by reference. |
| N. | Dr. Dorsey |
| (a) | As of the close of business on February 21, 2024, Dr. Dorsey did not own any Shares. |
Percentage: 0%
| (b) | 1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 0 |
| (c) | Dr. Dorsey has not entered into any transactions in the Shares during the past sixty days. |
| O. | Mr. Levin |
| (a) | As of the close of business on February 21, 2024, Mr. Levin beneficially owned 2,635 Shares held directly by the Matthew Carl Levin Trust, of which he is the sole trustee. |
Percentage: Less than 1%
| (b) | 1. Sole power to vote or direct vote: 2,635 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 2,635 4. Shared power to dispose or direct the disposition: 0 |
| (c) | The transaction in the Shares by Mr. Levin during the past sixty days is set forth in Schedule B and is incorporated herein by reference. |
| P. | Mr. Molinelli |
| (a) | As of the close of business on February 21, 2024, Mr. Molinelli did not own any Shares. |
Percentage: 0%
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| (b) | 1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 0 |
| (c) | Mr. Molinelli has not entered into any transactions in the Shares during the past sixty days. |
| Q. | Ms. Rushing |
| (a) | As of the close of business on February 21, 2024, Ms. Rushing did not own any Shares. |
Percentage: 0%
| (b) | 1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 0 |
| (c) | Ms. Rushing has not entered into any transactions in the Shares during the past sixty days. |
Each Reporting Person, as a member of a “group” with the other Reporting Persons for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, may be deemed the beneficial owner of the Shares directly owned by the other Reporting Persons. Each Reporting Person disclaims beneficial ownership of such Shares except to the extent of his, her or its pecuniary interest 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 February 16, 2024, the Reporting Persons entered into a Group Agreement in which, among other things, (a) 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, (b) the Reporting Persons agreed to solicit proxies or written consents for the election of the Nominees at the Annual Meeting (the “Solicitation”), (c) each of the Nominees (other than Mr. Molinelli) agreed that he or she will not undertake or effect any purchase, sale, acquisition or disposition of any securities of the Issuer without the prior written consent of Starboard and (d) Starboard V&O Fund, Starboard S LLC, Starboard C LP, Starboard L Master, Starboard X Master and Starboard Value LP through the Starboard Value Account agreed to bear all expenses incurred in connection with the Solicitation, including approved expenses incurred by any of the parties in connection with the Solicitation, subject to certain limitations. The Group Agreement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Starboard has signed separate letter agreements (the “Indemnification Letter Agreements”) with each of the Nominees (other than Mr. Molinelli) pursuant to which it and its affiliates have agreed to indemnify such Nominees against certain claims arising from the Solicitation and any related transactions. A form of the Indemnification Letter Agreement is attached hereto as Exhibit 99.2 and is incorporated herein by reference.
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Starboard has signed compensation letter agreements (the “Compensation Letter Agreements”) with each of the Nominees (other than Mr. Molinelli), pursuant to which it has agreed to pay each of such Nominees: (i) $25,000 in cash as a result of the submission by Starboard of its nomination of such Nominee to the Issuer and (ii) $25,000 in cash upon the filing by Starboard of a definitive proxy statement with the SEC relating to the Solicitation. Pursuant to the Compensation Letter Agreements, each of such Nominees has agreed to use the after-tax proceeds from such compensation to acquire securities of the Issuer (the “Nominee Shares”), subject to Starboard’s right to waive the requirement to purchase the Nominee Shares. Pursuant to the Compensation Letter Agreements, each of such Nominees has agreed not to sell, transfer or otherwise dispose of any Nominee Shares until the earliest to occur of (i) the Issuer’s appointment or nomination of such Nominee as a director of the Issuer, (ii) the date of any agreement with the Issuer in furtherance of such Nominee’s nomination or appointment as a director of the Issuer, (iii) Starboard’s withdrawal of its nomination of such Nominee for election as a director of the Issuer, and (iv) the date of the Annual Meeting; provided, however, in the event that the Issuer enters into a business combination with a third party, each of such Nominees, may sell, transfer or exchange the Nominee Shares in accordance with the terms of such business combination. A form of the Compensation Letter Agreement is attached hereto as Exhibit 99.3 and is incorporated herein by reference.
Starboard V&O Fund entered into forward purchase contracts with UBS as the counterparty providing for the purchase of an aggregate of 8,967,289 Shares (each a “UBS Forward Contract” and collectively, the “UBS Forward Contracts”). Each of the UBS Forward Contracts has a final valuation date of June 9, 2025, however, Starboard V&O Fund has the ability to elect early settlement after serving notice to the counterparty of such intention at least two scheduled trading days in advance of the desired early final valuation date. Each of the UBS Forward Contracts provides for physical settlement. Until the settlement date, none of the UBS Forward Contracts give Starboard V&O Fund voting or dispositive control over the Shares to which such contracts relate.
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 | Group Agreement by and among Starboard Value and Opportunity Master Fund Ltd, Starboard Value and Opportunity S LLC, Starboard Value and Opportunity C LP, Starboard Value R LP, Starboard Value and Opportunity Master Fund L LP, Starboard Value L LP, Starboard Value R GP LLC, Starboard X Master Fund Ltd, Starboard Value LP, Starboard Value GP LLC, Starboard Principal Co LP, Starboard Principal Co GP LLC, Jeffrey C. Smith, Peter A. Feld, Keith D. Dorsey, Matthew C. Levin, Gavin T. Molinelli and Coretha Rushing, dated February 16, 2024. |
| 99.2 | Form of Indemnification Letter Agreement. |
| 99.3 | Form of Compensation Letter Agreement. |
| 99.4 | Powers of Attorney. |
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CUSIP No. 01626W101
SIGNATURES
After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: February 21, 2024
|
STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD By: Starboard Value LP, its investment manager
STARBOARD VALUE AND OPPORTUNITY S LLC By: Starboard Value LP, its manager
STARBOARD VALUE AND OPPORTUNITY C LP By: Starboard Value R LP, its general partner
STARBOARD VALUE R LP By: Starboard Value R GP LLC, its general partner
STARBOARD VALUE AND OPPORTUNITY MASTER FUND L LP By: Starboard Value L LP, its general partner
|
STARBOARD VALUE L LP By: Starboard Value R GP LLC, its general partner
STARBOARD X MASTER FUND LTD By: Starboard Value LP, its investment manager
STARBOARD VALUE LP By: Starboard Value GP LLC, its general partner
STARBOARD VALUE GP LLC By: Starboard Principal Co LP, its member
STARBOARD PRINCIPAL CO LP By: Starboard Principal Co GP LLC, its general partner
STARBOARD PRINCIPAL CO GP LLC
STARBOARD VALUE R GP LLC
|
| By: |
/s/ Jeffrey C. Smith | |
| Name: | Jeffrey C. Smith | |
| Title: | Authorized Signatory | |
| /s/ Jeffrey C. Smith |
| JEFFREY C. SMITH |
| Individually and as attorney-in-fact for Peter A. Feld, Gavin T. Molinelli, Keith D. Dorsey, Matthew C. Levin and Coretha Rushing |
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SCHEDULE A
Directors and Officers of Starboard Value and Opportunity Master Fund Ltd and Starboard X Master Fund Ltd
| Name and Position | Principal Occupation | Principal Business Address | Citizenship |
| Patrick Agemian Director | Director of Global Funds Management, Ltd. |
PO Box 10034, Buckingham Square 2nd Floor 720A West Bay Road Grand Cayman Cayman Islands, KY1-1001 |
Canada |
|
Kenneth R. Marlin Director |
Chief Financial Officer, Starboard Value LP |
Starboard Value LP 201 E Las Olas Boulevard, Suite 1000, Fort Lauderdale, Florida 33301 |
United States of America |
|
Alaina Danley Director
|
Managing Director of Waystone Governance Ltd. |
Waystone Governance Ltd. Suite 5B201, 2nd Floor One Nexus Way P.O. Box 2587 Grand Cayman Cayman Islands, KY1-1103
|
Cayman Islands |
CUSIP No. 01626W101
SCHEDULE B
Transactions in the Securities of the Issuer During the Past Sixty Days
| Nature of the Transaction |
Amount of Securities Purchased/(Sold) |
Price ($) |
Date of Purchase/Sale |
STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD
| Purchase of Common Stock | 553,000 | 8.1800 | 01/02/2024 |
| Purchase of Common Stock | 553,000 | 8.1800 | 01/02/2024 |
| Purchase of Common Stock | 12,954 | 8.2350 | 01/04/2024 |
| Purchase of Common Stock | 12,954 | 8.2350 | 01/04/2024 |
| Purchase of Common Stock | 31,839 | 8.2194 | 01/04/2024 |
| Purchase of Common Stock | 31,839 | 8.2194 | 01/04/2024 |
| Purchase of Common Stock | 20,738 | 8.2985 | 01/04/2024 |
| Purchase of Common Stock | 20,737 | 8.2985 | 01/04/2024 |
| Purchase of Common Stock | 276,500 | 8.7490 | 01/05/2024 |
| Purchase of Common Stock | 276,500 | 8.7490 | 01/05/2024 |
| Purchase of Common Stock | 27,899 | 8.7500 | 01/05/2024 |
| Purchase of Common Stock | 27,899 | 8.7500 | 01/05/2024 |
| Purchase of Common Stock | 28 | 8.7600 | 01/05/2024 |
| Purchase of Common Stock | 28 | 8.7600 | 01/05/2024 |
| Purchase of Common Stock | 138,250 | 8.6363 | 01/05/2024 |
| Purchase of Common Stock | 138,250 | 8.6363 | 01/05/2024 |
| Purchase of Common Stock | 110,600 | 8.8198 | 01/08/2024 |
| Purchase of Common Stock | 110,600 | 8.8198 | 01/08/2024 |
| Purchase of Common Stock | 414,750 | 8.4600 | 01/08/2024 |
| Purchase of Common Stock | 414,750 | 8.4600 | 01/08/2024 |
| Purchase of Common Stock | 96,775 | 8.6468 | 01/09/2024 |
| Purchase of Common Stock | 96,775 | 8.6468 | 01/09/2024 |
| Purchase of Common Stock | 138,250 | 8.6643 | 01/09/2024 |
| Purchase of Common Stock | 138,250 | 8.6643 | 01/09/2024 |
| Purchase of Common Stock | 69,125 | 8.6000 | 01/10/2024 |
| Purchase of Common Stock | 69,125 | 8.6000 | 01/10/2024 |
| Purchase of Common Stock | 17,136 | 8.5968 | 01/10/2024 |
| Purchase of Common Stock | 17,136 | 8.5968 | 01/10/2024 |
| Purchase of Common Stock | 12,305 | 8.6008 | 01/10/2024 |
| Purchase of Common Stock | 12,305 | 8.6008 | 01/10/2024 |
| Purchase of Common Stock | 145 | 8.7400 | 01/10/2024 |
| Purchase of Common Stock | 144 | 8.7400 | 01/10/2024 |
| Purchase of Common Stock | 138,250 | 8.5988 | 01/10/2024 |
| Purchase of Common Stock | 138,250 | 8.5988 | 01/10/2024 |
| Purchase of Common Stock | 138,250 | 8.5083 | 01/11/2024 |
| Purchase of Common Stock | 138,250 | 8.5083 | 01/11/2024 |
| Purchase of Common Stock | 99,817 | 8.3786 | 01/12/2024 |
| Purchase of Common Stock | 99,816 | 8.3786 | 01/12/2024 |
| Purchase of Common Stock | 553,000 | 8.3500 | 01/12/2024 |
| Purchase of Common Stock | 553,000 | 8.3500 | 01/12/2024 |
| Sale of Common Stock | (276,500) | 8.2010 | 01/16/2024 |
| Sale of Common Stock | (276,500) | 8.1962 | 01/16/2024 |
| Sale of Common Stock | (276,500) | 8.1951 | 01/16/2024 |
| Sale of Common Stock | (276,500) | 8.1981 | 01/16/2024 |
| Purchase of Common Stock | 69,125 | 8.2183 | 01/16/2024 |
| Purchase of Common Stock | 69,125 | 8.2183 | 01/16/2024 |
| Purchase of Common Stock | 359,450 | 8.2200 | 01/16/2024 |
| Purchase of Common Stock | 359,450 | 8.2200 | 01/16/2024 |
| Purchase of Forward Contract | 1,106,000 | 8.2011 | 01/16/2024 |
| Sale of Common Stock | (276,500) | 8.2232 | 01/17/2024 |
| Sale of Common Stock | (276,500) | 8.2222 | 01/17/2024 |
| Sale of Common Stock | (276,500) | 8.2206 | 01/17/2024 |
| Sale of Common Stock | (276,500) | 8.2227 | 01/17/2024 |
| Purchase of Common Stock | 41,475 | 8.2309 | 01/17/2024 |
| Purchase of Common Stock | 41,475 | 8.2309 | 01/17/2024 |
| Purchase of Common Stock | 48,388 | 8.1939 | 01/17/2024 |
| Purchase of Common Stock | 48,387 | 8.1939 | 01/17/2024 |
| Purchase of Forward Contract | 1,106,000 | 8.2251 | 01/17/2024 |
| Sale of Common Stock | (276,500) | 8.1523 | 01/18/2024 |
| Sale of Common Stock | (276,500) | 8.1503 | 01/18/2024 |
| Sale of Common Stock | (276,500) | 8.1526 | 01/18/2024 |
| Sale of Common Stock | (276,500) | 8.1444 | 01/18/2024 |
| Purchase of Forward Contract | 1,106,000 | 8.1556 | 01/18/2024 |
| Purchase of Common Stock | 276,500 | 8.7500 | 01/22/2024 |
| Purchase of Common Stock | 276,500 | 8.7500 | 01/22/2024 |
| Sale of Common Stock | (276,500) | 9.0400 | 01/23/2024 |
| Sale of Common Stock | (276,500) | 9.0393 | 01/23/2024 |
| Sale of Common Stock | (276,500) | 9.0391 | 01/23/2024 |
| Purchase of Common Stock | 69,125 | 8.9985 | 01/23/2024 |
| Purchase of Common Stock | 69,125 | 8.9985 | 01/23/2024 |
| Purchase of Common Stock | 55,300 | 9.0150 | 01/23/2024 |
| Purchase of Common Stock | 55,300 | 9.0150 | 01/23/2024 |
| Purchase of Forward Contract | 829,500 | 9.0452 | 01/23/2024 |
| Sale of Common Stock | (276,500) | 9.0589 | 01/24/2024 |
| Sale of Common Stock | (276,500) | 9.0528 | 01/24/2024 |
| Sale of Common Stock | (276,500) | 9.0585 | 01/24/2024 |
| Purchase of Common Stock | 55,300 | 9.1081 | 01/24/2024 |
| Purchase of Common Stock | 55,300 | 9.1081 | 01/24/2024 |
| Purchase of Common Stock | 82,950 | 9.0059 | 01/24/2024 |
| Purchase of Common Stock | 82,950 | 9.0059 | 01/24/2024 |
| Purchase of Forward Contract | 829,500 | 9.0638 | 01/24/2024 |
| Sale of Common Stock | (276,500) | 9.0115 | 01/25/2024 |
| Sale of Common Stock | (276,500) | 9.0092 | 01/25/2024 |
| Sale of Common Stock | (276,500) | 9.0095 | 01/25/2024 |
| Purchase of Forward Contract | 829,500 | 9.0148 | 01/25/2024 |
| Sale of Common Stock | (276,500) | 9.0606 | 01/26/2024 |
| Purchase of Common Stock | 138,250 | 9.0532 | 01/26/2024 |
| Purchase of Common Stock | 138,250 | 9.0532 | 01/26/2024 |
| Purchase of Forward Contract | 276,500 | 9.0642 | 01/26/2024 |
| Sale of Common Stock | (276,500) | 9.0029 | 01/29/2024 |
| Sale of Common Stock | (276,500) | 9.0021 | 01/29/2024 |
| Sale of Common Stock | (276,500) | 9.0018 | 01/29/2024 |
| Purchase of Forward Contract | 829,500 | 9.0080 | 01/29/2024 |
| Sale of Common Stock | (553,001) | 8.9895 | 01/31/2024 |
| Sale of Common Stock | (276,500) | 8.9884 | 01/31/2024 |
| Purchase of Common Stock | 5,323 | 9.0696 | 01/31/2024 |
| Purchase of Common Stock | 5,323 | 9.0696 | 01/31/2024 |
| Purchase of Common Stock | 207 | 9.0600 | 01/31/2024 |
| Purchase of Common Stock | 207 | 9.0600 | 01/31/2024 |
| Purchase of Common Stock | 193,550 | 8.9703 | 01/31/2024 |
| Purchase of Common Stock | 193,550 | 8.9703 | 01/31/2024 |
| Purchase of Common Stock | 55,300 | 8.9300 | 01/31/2024 |
| Purchase of Common Stock | 55,300 | 8.9300 | 01/31/2024 |
| Purchase of Forward Contract | 829,501 | 8.9936 | 01/31/2024 |
| Sale of Common Stock | (160,977) | 8.9585 | 02/01/2024 |
| Sale of Common Stock | (115,523) | 8.9585 | 02/01/2024 |
| Sale of Common Stock | (160,977) | 8.9569 | 02/01/2024 |
| Sale of Common Stock | (115,523) | 8.9569 | 02/01/2024 |
| Sale of Common Stock | (160,976) | 8.9594 | 02/01/2024 |
| Sale of Common Stock | (115,524) | 8.9594 | 02/01/2024 |
| Purchase of Common Stock | 55,600 | 8.9013 | 02/01/2024 |
| Purchase of Common Stock | 55,600 | 8.9013 | 02/01/2024 |
| Purchase of Forward Contract | 829,500 | 8.9663 | 02/01/2024 |
| Purchase of Common Stock | 111,200 | 8.9913 | 02/05/2024 |
| Purchase of Common Stock | 111,200 | 8.9913 | 02/05/2024 |
| Purchase of Common Stock | 4,631 | 8.9984 | 02/06/2024 |
| Purchase of Common Stock | 4,631 | 8.9984 | 02/06/2024 |
| Purchase of Common Stock | 84,790 | 8.9994 | 02/07/2024 |
| Purchase of Common Stock | 84,790 | 8.9994 | 02/07/2024 |
| Purchase of Common Stock | 95 | 9.0000 | 02/07/2024 |
| Purchase of Common Stock | 95 | 9.0000 | 02/07/2024 |
| Purchase of Common Stock | 139 | 8.9729 | 02/08/2024 |
| Purchase of Common Stock | 139 | 8.9729 | 02/08/2024 |
| Purchase of Common Stock | 29,707 | 9.2014 | 02/08/2024 |
| Purchase of Common Stock | 29,707 | 9.2014 | 02/08/2024 |
| Purchase of Common Stock | 120,552 | 9.1822 | 02/08/2024 |
| Purchase of Common Stock | 120,552 | 9.1822 | 02/08/2024 |
| Sale of Common Stock | (161,664) | 9.1180 | 02/08/2024 |
| Sale of Common Stock | (338,595) | 9.1180 | 02/08/2024 |
| Purchase of Forward Contract | 500,259 | 9.1244 | 02/08/2024 |
| Purchase of Common Stock | 278,000 | 9.2550 | 02/09/2024 |
| Purchase of Common Stock | 278,000 | 9.2550 | 02/09/2024 |
| Purchase of Common Stock | 21,128 | 9.2243 | 02/09/2024 |
| Purchase of Common Stock | 21,128 | 9.2243 | 02/09/2024 |
| Purchase of Common Stock | 4,365 | 9.4150 | 02/12/2024 |
| Purchase of Common St | 4,364 | 9.4150 | 02/12/2024 |
| Purchase of Common Stock | 264,100 | 9.4617 | 02/12/2024 |
| Purchase of Common St | 264,100 | 9.4617 | 02/12/2024 |
| Purchase of Common Stock | 83,206 | 9.4450 | 02/12/2024 |
| Purchase of Common St | 83,205 | 9.4450 | 02/12/2024 |
| Sale of Common Stock | (163,201) | 9.4305 | 02/12/2024 |
| Sale of Common Stock | (114,796) | 9.4305 | 02/12/2024 |
| Sale of Common Stock | (163,201) | 9.4300 | 02/12/2024 |
| Sale of Common Stock | (114,796) | 9.4300 | 02/12/2024 |
| Sale of Common Stock | (163,200) | 9.4306 | 02/12/2024 |
| Sale of Common Stock | (114,795) | 9.4306 | 02/12/2024 |
| Purchase of Forward Contract | 833,989 | 9.4347 | 02/12/2024 |
| Purchase of Common Stock | 69,500 | 9.2500 | 02/13/2024 |
| Purchase of Common Stock | 69,500 | 9.2500 | 02/13/2024 |
| Purchase of Common Stock | 556,000 | 9.3058 | 02/13/2024 |
| Purchase of Common Stock | 556,000 | 9.3058 | 02/13/2024 |
| Purchase of Common Stock | 82,141 | 9.2636 | 02/13/2024 |
| Purchase of Common Stock | 82,141 | 9.2636 | 02/13/2024 |
| Purchase of Common Stock | 147 | 9.3471 | 02/13/2024 |
| Purchase of Common Stock | 147 | 9.3471 | 02/13/2024 |
| Exercise of Forward Contract | 6,587,749 | 9.1196 | 02/14/2024 |
| Purchase of Common Stock | 55,600 | 9.4598 | 02/14/2024 |
| Purchase of Common Stock | 55,600 | 9.4598 | 02/14/2024 |
| Purchase of Common Stock | 139,000 | 9.4527 | 02/14/2024 |
| Purchase of Common Stock | 139,000 | 9.4527 | 02/14/2024 |
| Purchase of Common Stock | 69,500 | 9.4491 | 02/14/2024 |
| Purchase of Common Stock | 69,500 | 9.4491 | 02/14/2024 |
| Purchase of Common Stock | 278,000 | 9.5910 | 02/16/2024 |
| Purchase of Common Stock | 278,000 | 9.5910 | 02/16/2024 |
| Purchase of Common Stock | 69,500 | 9.5978 | 02/16/2024 |
| Purchase of Common Stock | 69,500 | 9.5978 | 02/16/2024 |
| Purchase of Common Stock | 16,024 | 9.6150 | 02/16/2024 |
| Purchase of Common Stock | 16,024 | 9.6150 | 02/16/2024 |
| Purchase of Common Stock | 57,564 | 9.5618 | 02/16/2024 |
| Purchase of Common Stock | 57,564 | 9.5618 | 02/16/2024 |
| Purchase of Common Stock | 69,500 | 9.5109 | 02/20/2024 |
| Purchase of Common Stock | 69,500 | 9.5109 | 02/20/2024 |
| Purchase of Common Stock | 139,000 | 9.4886 | 02/20/2024 |
| Purchase of Common Stock | 139,000 | 9.4886 | 02/20/2024 |
| Purchase of Common Stock | 55,600 | 9.5666 | 02/20/2024 |
| Purchase of Common Stock | 55,600 | 9.5666 | 02/20/2024 |
| Purchase of Common Stock | 305,800 | 9.4457 | 02/20/2024 |
| Purchase of Common Stock | 305,800 | 9.4457 | 02/20/2024 |
| Purchase of Common Stock | 194,600 | 9.4756 | 02/20/2024 |
| Purchase of Common Stock | 194,600 | 9.4756 | 02/20/2024 |
| Purchase of Common Stock | 258 | 9.4715 | 02/20/2024 |
| Purchase of Common Stock | 258 | 9.4715 | 02/20/2024 |
| Purchase of Common Stock | 37,632 | 9.4755 | 02/20/2024 |
| Purchase of Common Stock | 37,632 | 9.4755 | 02/20/2024 |
| Purchase of Common Stock | 157,904 | 9.5683 | 02/20/2024 |
| Purchase of Common Stock | 157,904 | 9.5683 | 02/20/2024 |
| Purchase of Forward Contract | 2,900,000 | 9.0083 | 02/21/2024 |
| Purchase of Common Stock | 139,000 | 8.7416 | 02/21/2024 |
| Purchase of Common Stock | 139,000 | 8.7416 | 02/21/2024 |
| Purchase of Common Stock | 69,500 | 8.7715 | 02/21/2024 |
| Purchase of Common Stock | 69,500 | 8.7715 | 02/21/2024 |
| Purchase of Common Stock | 97,300 | 8.8836 | 02/21/2024 |
| Purchase of Common Stock | 97,300 | 8.8836 | 02/21/2024 |
| Purchase of Common Stock | 69,500 | 8.9107 | 02/21/2024 |
| Purchase of Common Stock | 69,500 | 8.9107 | 02/21/2024 |
| Purchase of Common Stock | 70,195 | 8.7480 | 02/21/2024 |
| Purchase of Common Stock | 70,195 | 8.7480 | 02/21/2024 |
| Purchase of Common Stock | 110,505 | 8.7575 | 02/21/2024 |
| Purchase of Common Stock | 110,505 | 8.7575 | 02/21/2024 |
| Purchase of Common Stock | 2,587 | 9.0833 | 02/21/2024 |
| Purchase of Common Stock | 1,403 | 9.1970 | 02/21/2024 |
| Purchase of Common Stock | 508 | 9.2956 | 02/21/2024 |
| Purchase of Common Stock | 3,382 | 9.0083 | 02/21/2024 |
CUSIP No. 01626W101
STARBOARD VALUE AND OPPORTUNITY S LLC
| Purchase of Common Stock | 142,000 | 8.1800 | 01/02/2024 |
| Purchase of Common Stock | 3,326 | 8.2350 | 01/04/2024 |
| Purchase of Common Stock | 8,176 | 8.2194 | 01/04/2024 |
| Purchase of Common Stock | 5,325 | 8.2985 | 01/04/2024 |
| Purchase of Common Stock | 71,000 | 8.7490 | 01/05/2024 |
| Purchase of Common Stock | 7,164 | 8.7500 | 01/05/2024 |
| Purchase of Common Stock | 7 | 8.7600 | 01/05/2024 |
| Purchase of Common Stock | 35,500 | 8.6363 | 01/05/2024 |
| Purchase of Common Stock | 28,400 | 8.8198 | 01/08/2024 |
| Purchase of Common Stock | 106,500 | 8.4600 | 01/08/2024 |
| Purchase of Common Stock | 24,850 | 8.6468 | 01/09/2024 |
| Purchase of Common Stock | 35,500 | 8.6643 | 01/09/2024 |
| Purchase of Common Stock | 17,750 | 8.6000 | 01/10/2024 |
| Purchase of Common Stock | 4,400 | 8.5968 | 01/10/2024 |
| Purchase of Common Stock | 3,160 | 8.6008 | 01/10/2024 |
| Purchase of Common Stock | 37 | 8.7400 | 01/10/2024 |
| Purchase of Common Stock | 35,500 | 8.5988 | 01/10/2024 |
| Purchase of Common Stock | 35,500 | 8.5083 | 01/11/2024 |
| Purchase of Common Stock | 25,631 | 8.3786 | 01/12/2024 |
| Purchase of Common Stock | 142,000 | 8.3500 | 01/12/2024 |
| Sale of Common Stock | (35,500) | 8.2010 | 01/16/2024 |
| Sale of Common Stock | (35,500) | 8.1962 | 01/16/2024 |
| Sale of Common Stock | (35,500) | 8.1951 | 01/16/2024 |
| Sale of Common Stock | (35,500) | 8.1981 | 01/16/2024 |
| Purchase of Common Stock | 17,750 | 8.2183 | 01/16/2024 |
| Purchase of Common Stock | 92,300 | 8.2200 | 01/16/2024 |
| Purchase of Forward Contract | 142,000 | 8.2011 | 01/16/2024 |
| Sale of Common Stock | (35,500) | 8.2232 | 01/17/2024 |
| Sale of Common Stock | (35,500) | 8.2222 | 01/17/2024 |
| Sale of Common Stock | (35,500) | 8.2206 | 01/17/2024 |
| Sale of Common Stock | (35,500) | 8.2227 | 01/17/2024 |
| Purchase of Common Stock | 10,650 | 8.2309 | 01/17/2024 |
| Purchase of Common Stock | 12,425 | 8.1939 | 01/17/2024 |
| Purchase of Forward Contract | 142,000 | 8.2251 | 01/17/2024 |
| Sale of Common Stock | (35,500) | 8.1523 | 01/18/2024 |
| Sale of Common Stock | (35,500) | 8.1503 | 01/18/2024 |
| Sale of Common Stock | (35,500) | 8.1526 | 01/18/2024 |
| Sale of Common Stock | (35,500) | 8.1444 | 01/18/2024 |
| Purchase of Forward Contract | 142,000 | 8.1556 | 01/18/2024 |
| Purchase of Common Stock | 71,000 | 8.7500 | 01/22/2024 |
| Sale of Common Stock | (35,500) | 9.0400 | 01/23/2024 |
| Sale of Common Stock | (35,500) | 9.0393 | 01/23/2024 |
| Sale of Common Stock | (35,500) | 9.0391 | 01/23/2024 |
| Purchase of Common Stock | 17,750 | 8.9985 | 01/23/2024 |
| Purchase of Common Stock | 14,200 | 9.0150 | 01/23/2024 |
| Purchase of Forward Contract | 106,500 | 9.0452 | 01/23/2024 |
| Sale of Common Stock | (35,500) | 9.0589 | 01/24/2024 |
| Sale of Common Stock | (35,500) | 9.0528 | 01/24/2024 |
| Sale of Common Stock | (35,500) | 9.0585 | 01/24/2024 |
| Purchase of Common Stock | 14,200 | 9.1081 | 01/24/2024 |
| Purchase of Common Stock | 21,300 | 9.0059 | 01/24/2024 |
| Purchase of Forward Contract | 106,500 | 9.0638 | 01/24/2024 |
| Sale of Common Stock | (35,500) | 9.0115 | 01/25/2024 |
| Sale of Common Stock | (35,500) | 9.0092 | 01/25/2024 |
| Sale of Common Stock | (35,500) | 9.0095 | 01/25/2024 |
| Purchase of Forward Contract | 106,500 | 9.0148 | 01/25/2024 |
| Sale of Common Stock | (35,500) | 9.0606 | 01/26/2024 |
| Purchase of Common Stock | 35,500 | 9.0532 | 01/26/2024 |
| Purchase of Forward Contract | 35,500 | 9.0642 | 01/26/2024 |
| Sale of Common Stock | (35,500) | 9.0029 | 01/29/2024 |
| Sale of Common Stock | (35,500) | 9.0021 | 01/29/2024 |
| Sale of Common Stock | (35,500) | 9.0018 | 01/29/2024 |
| Purchase of Forward Contract | 106,500 | 9.0080 | 01/29/2024 |
| Sale of Common Stock | (71,000) | 8.9895 | 01/31/2024 |
| Sale of Common Stock | (35,500) | 8.9884 | 01/31/2024 |
| Purchase of Common Stock | 1,367 | 9.0696 | 01/31/2024 |
| Purchase of Common Stock | 53 | 9.0600 | 01/31/2024 |
| Purchase of Common Stock | 49,700 | 8.9703 | 01/31/2024 |
| Purchase of Common Stock | 14,200 | 8.9300 | 01/31/2024 |
| Purchase of Forward Contract | 106,500 | 8.9936 | 01/31/2024 |
| Sale of Common Stock | (35,500) | 8.9585 | 02/01/2024 |
| Sale of Common Stock | (35,500) | 8.9569 | 02/01/2024 |
| Sale of Common Stock | (35,500) | 8.9594 | 02/01/2024 |
| Purchase of Common Stock | 14,200 | 8.9013 | 02/01/2024 |
| Purchase of Forward Contract | 106,500 | 8.9663 | 02/01/2024 |
| Purchase of Common Stock | 28,400 | 8.9913 | 02/05/2024 |
| Purchase of Common Stock | 1,183 | 8.9984 | 02/06/2024 |
| Purchase of Common Stock | 21,655 | 8.9994 | 02/07/2024 |
| Purchase of Common Stock | 24 | 9.0000 | 02/07/2024 |
| Purchase of Common Stock | 36 | 8.9729 | 02/08/2024 |
| Purchase of Common Stock | 7,587 | 9.2014 | 02/08/2024 |
| Purchase of Common Stock | 30,788 | 9.1822 | 02/08/2024 |
| Sale of Common Stock | (63,900) | 9.1180 | 02/08/2024 |
| Purchase of Forward Contract | 63,900 | 9.1244 | 02/08/2024 |
| Purchase of Common Stock | 71,000 | 9.2550 | 02/09/2024 |
| Purchase of Common Stock | 5,396 | 9.2243 | 02/09/2024 |
| Purchase of Common Stock | 1,115 | 9.4150 | 02/12/2024 |
| Purchase of Common Stock | 67,450 | 9.4617 | 02/12/2024 |
| Purchase of Common Stock | 21,250 | 9.4450 | 02/12/2024 |
| Sale of Common Stock | (35,500) | 9.4305 | 02/12/2024 |
| Sale of Common Stock | (35,500) | 9.4300 | 02/12/2024 |
| Sale of Common Stock | (35,500) | 9.4306 | 02/12/2024 |
| Purchase of Forward Contract | 106,500 | 9.4347 | 02/12/2024 |
| Purchase of Common Stock | 17,750 | 9.2500 | 02/13/2024 |
| Purchase of Common Stock | 142,000 | 9.3058 | 02/13/2024 |
| Purchase of Common Stock | 20,978 | 9.2636 | 02/13/2024 |
| Purchase of Common Stock | 38 | 9.3471 | 02/13/2024 |
| Exercise of Forward Contract | 758,990 | 8.2235 | 02/14/2024 |
| Exercise of Forward Contract | 844,900 | 9.1193 | 02/14/2024 |
| Purchase of Common Stock | 14,200 | 9.4598 | 02/14/2024 |
| Purchase of Common Stock | 35,500 | 9.4527 | 02/14/2024 |
| Purchase of Common Stock | 17,750 | 9.4491 | 02/14/2024 |
| Purchase of Common Stock | 71,000 | 9.5910 | 02/16/2024 |
| Purchase of Common Stock | 17,750 | 9.5978 | 02/16/2024 |
| Purchase of Common Stock | 4,093 | 9.6150 | 02/16/2024 |
| Purchase of Common Stock | 14,701 | 9.5618 | 02/16/2024 |
| Purchase of Common Stock | 17,750 | 9.5109 | 02/20/2024 |
| Purchase of Common Stock | 35,500 | 9.4886 | 02/20/2024 |
| Purchase of Common Stock | 14,200 | 9.5666 | 02/20/2024 |
| Purchase of Common Stock | 78,100 | 9.4457 | 02/20/2024 |
| Purchase of Common Stock | 49,700 | 9.4756 | 02/20/2024 |
| Purchase of Common Stock | 66 | 9.4715 | 02/20/2024 |
| Purchase of Common Stock | 9,611 | 9.4755 | 02/20/2024 |
| Purchase of Common Stock | 40,328 | 9.5683 | 02/20/2024 |
| Purchase of Common Stock | 35,500 | 8.7416 | 02/21/2024 |
| Purchase of Common Stock | 17,750 | 8.7715 | 02/21/2024 |
| Purchase of Common Stock | 24,850 | 8.8836 | 02/21/2024 |
| Purchase of Common Stock | 17,750 | 8.9107 | 02/21/2024 |
| Purchase of Common Stock | 17,928 | 8.7480 | 02/21/2024 |
| Purchase of Common Stock | 28,222 | 8.7575 | 02/21/2024 |
| Purchase of Common Stock | 121,918 | 9.0833 | 02/21/2024 |
| Purchase of Common Stock | 66,138 | 9.1970 | 02/21/2024 |
| Purchase of Common Stock | 23,905 | 9.2956 | 02/21/2024 |
| Purchase of Common Stock | 159,369 | 9.0083 | 02/21/2024 |
CUSIP No. 01626W101
STARBOARD VALUE AND OPPORTUNITY C LP
| Purchase of Common Stock | 110,000 | 8.1800 | 01/02/2024 |
| Purchase of Common Stock | 2,577 | 8.2350 | 01/04/2024 |
| Purchase of Common Stock | 6,333 | 8.2194 | 01/04/2024 |
| Purchase of Common Stock | 4,125 | 8.2985 | 01/04/2024 |
| Purchase of Common Stock | 55,000 | 8.7490 | 01/05/2024 |
| Purchase of Common Stock | 5,549 | 8.7500 | 01/05/2024 |
| Purchase of Common Stock | 5 | 8.7600 | 01/05/2024 |
| Purchase of Common Stock | 27,500 | 8.6363 | 01/05/2024 |
| Purchase of Common Stock | 22,000 | 8.8198 | 01/08/2024 |
| Purchase of Common Stock | 82,500 | 8.4600 | 01/08/2024 |
| Purchase of Common Stock | 19,250 | 8.6468 | 01/09/2024 |
| Purchase of Common Stock | 27,500 | 8.6643 | 01/09/2024 |
| Purchase of Common Stock | 13,750 | 8.6000 | 01/10/2024 |
| Purchase of Common Stock | 3,409 | 8.5968 | 01/10/2024 |
| Purchase of Common Stock | 2,447 | 8.6008 | 01/10/2024 |
| Purchase of Common Stock | 29 | 8.7400 | 01/10/2024 |
| Purchase of Common Stock | 27,500 | 8.5988 | 01/10/2024 |
| Purchase of Common Stock | 27,500 | 8.5083 | 01/11/2024 |
| Purchase of Common Stock | 19,855 | 8.3786 | 01/12/2024 |
| Purchase of Common Stock | 110,000 | 8.3500 | 01/12/2024 |
| Sale of Common Stock | (27,500) | 8.2010 | 01/16/2024 |
| Sale of Common Stock | (27,500) | 8.1962 | 01/16/2024 |
| Sale of Common Stock | (27,500) | 8.1951 | 01/16/2024 |
| Sale of Common Stock | (27,500) | 8.1981 | 01/16/2024 |
| Purchase of Common Stock | 13,750 | 8.2183 | 01/16/2024 |
| Purchase of Common Stock | 71,500 | 8.2200 | 01/16/2024 |
| Purchase of Forward Contract | 110,000 | 8.2011 | 01/16/2024 |
| Sale of Common Stock | (27,500) | 8.2232 | 01/17/2024 |
| Sale of Common Stock | (27,500) | 8.2222 | 01/17/2024 |
| Sale of Common Stock | (27,500) | 8.2206 | 01/17/2024 |
| Sale of Common Stock | (27,500) | 8.2227 | 01/17/2024 |
| Purchase of Common Stock | 8,250 | 8.2309 | 01/17/2024 |
| Purchase of Common Stock | 9,625 | 8.1939 | 01/17/2024 |
| Purchase of Forward Contract | 110,000 | 8.2251 | 01/17/2024 |
| Sale of Common Stock | (27,500) | 8.1523 | 01/18/2024 |
| Sale of Common Stock | (27,500) | 8.1503 | 01/18/2024 |
| Sale of Common Stock | (27,500) | 8.1526 | 01/18/2024 |
| Sale of Common Stock | (27,500) | 8.1444 | 01/18/2024 |
| Purchase of Forward Contract | 110,000 | 8.1556 | 01/18/2024 |
| Purchase of Common Stock | 55,000 | 8.7500 | 01/22/2024 |
| Sale of Common Stock | (27,500) | 9.0400 | 01/23/2024 |
| Sale of Common Stock | (27,500) | 9.0393 | 01/23/2024 |
| Sale of Common Stock | (27,500) | 9.0391 | 01/23/2024 |
| Purchase of Common Stock | 13,750 | 8.9985 | 01/23/2024 |
| Purchase of Common Stock | 11,000 | 9.0150 | 01/23/2024 |
| Purchase of Forward Contract | 82,500 | 9.0452 | 01/23/2024 |
| Sale of Common Stock | (27,500) | 9.0589 | 01/24/2024 |
| Sale of Common Stock | (27,500) | 9.0528 | 01/24/2024 |
| Sale of Common Stock | (27,500) | 9.0585 | 01/24/2024 |
| Purchase of Common Stock | 11,000 | 9.1081 | 01/24/2024 |
| Purchase of Common Stock | 16,500 | 9.0059 | 01/24/2024 |
| Purchase of Forward Contract | 82,500 | 9.0638 | 01/24/2024 |
| Sale of Common Stock | (27,500) | 9.0115 | 01/25/2024 |
| Sale of Common Stock | (27,500) | 9.0092 | 01/25/2024 |
| Sale of Common Stock | (27,500) | 9.0095 | 01/25/2024 |
| Purchase of Forward Contract | 82,500 | 9.0148 | 01/25/2024 |
| Sale of Common Stock | (27,500) | 9.0606 | 01/26/2024 |
| Purchase of Common Stock | 27,500 | 9.0532 | 01/26/2024 |
| Purchase of Forward Contract | 27,500 | 9.0642 | 01/26/2024 |
| Sale of Common Stock | (27,500) | 9.0029 | 01/29/2024 |
| Sale of Common Stock | (27,500) | 9.0021 | 01/29/2024 |
| Sale of Common Stock | (27,500) | 9.0018 | 01/29/2024 |
| Purchase of Forward Contract | 82,500 | 9.0080 | 01/29/2024 |
| Sale of Common Stock | (54,999) | 8.9895 | 01/31/2024 |
| Sale of Common Stock | (27,500) | 8.9884 | 01/31/2024 |
| Purchase of Common Stock | 1,059 | 9.0696 | 01/31/2024 |
| Purchase of Common Stock | 41 | 9.0600 | 01/31/2024 |
| Purchase of Common Stock | 38,500 | 8.9703 | 01/31/2024 |
| Purchase of Common Stock | 11,000 | 8.9300 | 01/31/2024 |
| Purchase of Forward Contract | 82,499 | 8.9936 | 01/31/2024 |
| Sale of Common Stock | (27,500) | 8.9585 | 02/01/2024 |
| Sale of Common Stock | (27,500) | 8.9569 | 02/01/2024 |
| Sale of Common Stock | (27,500) | 8.9594 | 02/01/2024 |
| Purchase of Common Stock | 11,000 | 8.9013 | 02/01/2024 |
| Purchase of Forward Contract | 82,500 | 8.9663 | 02/01/2024 |
| Purchase of Common Stock | 22,000 | 8.9913 | 02/05/2024 |
| Purchase of Common Stock | 916 | 8.9984 | 02/06/2024 |
| Purchase of Common Stock | 16,775 | 8.9994 | 02/07/2024 |
| Purchase of Common Stock | 19 | 9.0000 | 02/07/2024 |
| Purchase of Common Stock | 28 | 8.9729 | 02/08/2024 |
| Purchase of Common Stock | 5,877 | 9.2014 | 02/08/2024 |
| Purchase of Common Stock | 23,850 | 9.1822 | 02/08/2024 |
| Sale of Common Stock | (49,500) | 9.1180 | 02/08/2024 |
| Purchase of Forward Contract | 49,500 | 9.1244 | 02/08/2024 |
| Purchase of Common Stock | 55,000 | 9.2550 | 02/09/2024 |
| Purchase of Common Stock | 4,180 | 9.2243 | 02/09/2024 |
| Purchase of Common Stock | 863 | 9.4150 | 02/12/2024 |
| Purchase of Common Stock | 52,250 | 9.4617 | 02/12/2024 |
| Purchase of Common Stock | 16,462 | 9.4450 | 02/12/2024 |
| Sale of Common Stock | (27,500) | 9.4305 | 02/12/2024 |
| Sale of Common Stock | (27,500) | 9.4300 | 02/12/2024 |
| Sale of Common Stock | (27,500) | 9.4306 | 02/12/2024 |
| Purchase of Forward Contract | 82,500 | 9.4347 | 02/12/2024 |
| Purchase of Common Stock | 13,750 | 9.2500 | 02/13/2024 |
| Purchase of Common Stock | 110,000 | 9.3058 | 02/13/2024 |
| Purchase of Common Stock | 16,251 | 9.2636 | 02/13/2024 |
| Purchase of Common Stock | 29 | 9.3471 | 02/13/2024 |
| Exercise of Forward Contract | 591,635 | 8.2233 | 02/14/2024 |
| Exercise of Forward Contract | 654,499 | 9.1193 | 02/14/2024 |
| Purchase of Common Stock | 11,000 | 9.4598 | 02/14/2024 |
| Purchase of Common Stock | 27,500 | 9.4527 | 02/14/2024 |
| Purchase of Common Stock | 13,750 | 9.4491 | 02/14/2024 |
| Purchase of Common Stock | 55,000 | 9.5910 | 02/16/2024 |
| Purchase of Common Stock | 13,750 | 9.5978 | 02/16/2024 |
| Purchase of Common Stock | 3,170 | 9.6150 | 02/16/2024 |
| Purchase of Common Stock | 11,388 | 9.5618 | 02/16/2024 |
| Purchase of Common Stock | 13,750 | 9.5109 | 02/20/2024 |
| Purchase of Common Stock | 27,500 | 9.4886 | 02/20/2024 |
| Purchase of Common Stock | 11,000 | 9.5666 | 02/20/2024 |
| Purchase of Common Stock | 60,500 | 9.4457 | 02/20/2024 |
| Purchase of Common Stock | 38,500 | 9.4756 | 02/20/2024 |
| Purchase of Common Stock | 51 | 9.4715 | 02/20/2024 |
| Purchase of Common Stock | 7,445 | 9.4755 | 02/20/2024 |
| Purchase of Common Stock | 31,240 | 9.5683 | 02/20/2024 |
| Purchase of Common Stock | 27,500 | 8.7416 | 02/21/2024 |
| Purchase of Common Stock | 13,750 | 8.7715 | 02/21/2024 |
| Purchase of Common Stock | 19,250 | 8.8836 | 02/21/2024 |
| Purchase of Common Stock | 13,750 | 8.9107 | 02/21/2024 |
| Purchase of Common Stock | 13,888 | 8.7480 | 02/21/2024 |
| Purchase of Common Stock | 21,862 | 8.7575 | 02/21/2024 |
| Purchase of Common Stock | 94,443 | 9.0833 | 02/21/2024 |
| Purchase of Common Stock | 51,234 | 9.1970 | 02/21/2024 |
| Purchase of Common Stock | 18,518 | 9.2956 | 02/21/2024 |
| Purchase of Common Stock | 123,455 | 9.0083 | 02/21/2024 |
CUSIP No. 01626W101
STARBOARD VALUE AND OPPORTUNITY MASTER FUND L LP
| Purchase of Common Stock | 62,000 | 8.1800 | 01/02/2024 |
| Purchase of Common Stock | 1,452 | 8.2350 | 01/04/2024 |
| Purchase of Common Stock | 3,570 | 8.2194 | 01/04/2024 |
| Purchase of Common Stock | 2,325 | 8.2985 | 01/04/2024 |
| Purchase of Common Stock | 31,000 | 8.7490 | 01/05/2024 |
| Purchase of Common Stock | 3,128 | 8.7500 | 01/05/2024 |
| Purchase of Common Stock | 3 | 8.7600 | 01/05/2024 |
| Purchase of Common Stock | 15,500 | 8.6363 | 01/05/2024 |
| Purchase of Common Stock | 12,400 | 8.8198 | 01/08/2024 |
| Purchase of Common Stock | 46,500 | 8.4600 | 01/08/2024 |
| Purchase of Common Stock | 10,850 | 8.6468 | 01/09/2024 |
| Purchase of Common Stock | 15,500 | 8.6643 | 01/09/2024 |
| Purchase of Common Stock | 7,750 | 8.6000 | 01/10/2024 |
| Purchase of Common Stock | 1,921 | 8.5968 | 01/10/2024 |
| Purchase of Common Stock | 1,379 | 8.6008 | 01/10/2024 |
| Purchase of Common Stock | 16 | 8.7400 | 01/10/2024 |
| Purchase of Common Stock | 15,500 | 8.5988 | 01/10/2024 |
| Purchase of Common Stock | 15,500 | 8.5083 | 01/11/2024 |
| Purchase of Common Stock | 11,191 | 8.3786 | 01/12/2024 |
| Purchase of Common Stock | 62,000 | 8.3500 | 01/12/2024 |
| Sale of Common Stock | (15,500) | 8.2010 | 01/16/2024 |
| Sale of Common Stock | (15,500) | 8.1962 | 01/16/2024 |
| Sale of Common Stock | (15,500) | 8.1951 | 01/16/2024 |
| Sale of Common Stock | (15,500) | 8.1981 | 01/16/2024 |
| Purchase of Common Stock | 7,750 | 8.2183 | 01/16/2024 |
| Purchase of Common Stock | 40,300 | 8.2200 | 01/16/2024 |
| Purchase of Forward Contract | 62,000 | 8.2011 | 01/16/2024 |
| Sale of Common Stock | (15,500) | 8.2232 | 01/17/2024 |
| Sale of Common Stock | (15,500) | 8.2222 | 01/17/2024 |
| Sale of Common Stock | (15,500) | 8.2206 | 01/17/2024 |
| Sale of Common Stock | (15,500) | 8.2227 | 01/17/2024 |
| Purchase of Common Stock | 4,650 | 8.2309 | 01/17/2024 |
| Purchase of Common Stock | 5,425 | 8.1939 | 01/17/2024 |
| Purchase of Forward Contract | 62,000 | 8.2251 | 01/17/2024 |
| Sale of Common Stock | (15,500) | 8.1523 | 01/18/2024 |
| Sale of Common Stock | (15,500) | 8.1503 | 01/18/2024 |
| Sale of Common Stock | (15,500) | 8.1526 | 01/18/2024 |
| Sale of Common Stock | (15,500) | 8.1444 | 01/18/2024 |
| Purchase of Forward Contract | 62,000 | 8.1556 | 01/18/2024 |
| Purchase of Common Stock | 31,000 | 8.7500 | 01/22/2024 |
| Sale of Common Stock | (15,500) | 9.0400 | 01/23/2024 |
| Sale of Common Stock | (15,500) | 9.0393 | 01/23/2024 |
| Sale of Common Stock | (15,500) | 9.0391 | 01/23/2024 |
| Purchase of Common Stock | 7,750 | 8.9985 | 01/23/2024 |
| Purchase of Common Stock | 6,200 | 9.0150 | 01/23/2024 |
| Purchase of Forward Contract | 46,500 | 9.0452 | 01/23/2024 |
| Sale of Common Stock | (15,500) | 9.0589 | 01/24/2024 |
| Sale of Common Stock | (15,500) | 9.0528 | 01/24/2024 |
| Sale of Common Stock | (15,500) | 9.0585 | 01/24/2024 |
| Purchase of Common Stock | 6,200 | 9.1081 | 01/24/2024 |
| Purchase of Common Stock | 9,300 | 9.0059 | 01/24/2024 |
| Purchase of Forward Contract | 46,500 | 9.0638 | 01/24/2024 |
| Sale of Common Stock | (15,500) | 9.0115 | 01/25/2024 |
| Sale of Common Stock | (15,500) | 9.0092 | 01/25/2024 |
| Sale of Common Stock | (15,500) | 9.0095 | 01/25/2024 |
| Purchase of Forward Contract | 46,500 | 9.0148 | 01/25/2024 |
| Sale of Common Stock | (15,500) | 9.0606 | 01/26/2024 |
| Purchase of Common Stock | 15,500 | 9.0532 | 01/26/2024 |
| Purchase of Forward Contract | 15,500 | 9.0642 | 01/26/2024 |
| Sale of Common Stock | (15,500) | 9.0029 | 01/29/2024 |
| Sale of Common Stock | (15,500) | 9.0021 | 01/29/2024 |
| Sale of Common Stock | (15,500) | 9.0018 | 01/29/2024 |
| Purchase of Forward Contract | 46,500 | 9.0080 | 01/29/2024 |
| Sale of Common Stock | (30,999) | 8.9895 | 01/31/2024 |
| Sale of Common Stock | (15,500) | 8.9884 | 01/31/2024 |
| Purchase of Common Stock | 596 | 9.0696 | 01/31/2024 |
| Purchase of Common Stock | 24 | 9.0600 | 01/31/2024 |
| Purchase of Common Stock | 21,700 | 8.9703 | 01/31/2024 |
| Purchase of Common Stock | 6,200 | 8.9300 | 01/31/2024 |
| Purchase of Forward Contract | 46,499 | 8.9936 | 01/31/2024 |
| Sale of Common Stock | (15,500) | 8.9585 | 02/01/2024 |
| Sale of Common Stock | (15,500) | 8.9569 | 02/01/2024 |
| Sale of Common Stock | (15,500) | 8.9594 | 02/01/2024 |
| Purchase of Common Stock | 6,200 | 8.9013 | 02/01/2024 |
| Purchase of Forward Contract | 46,500 | 8.9663 | 02/01/2024 |
| Purchase of Common Stock | 12,400 | 8.9913 | 02/05/2024 |
| Purchase of Common Stock | 517 | 8.9984 | 02/06/2024 |
| Purchase of Common Stock | 9,455 | 8.9994 | 02/07/2024 |
| Purchase of Common Stock | 10 | 9.0000 | 02/07/2024 |
| Purchase of Common Stock | 15 | 8.9729 | 02/08/2024 |
| Purchase of Common Stock | 3,313 | 9.2014 | 02/08/2024 |
| Purchase of Common Stock | 13,443 | 9.1822 | 02/08/2024 |
| Sale of Common Stock | (27,900) | 9.1180 | 02/08/2024 |
| Purchase of Forward Contract | 27,900 | 9.1244 | 02/08/2024 |
| Purchase of Common Stock | 31,000 | 9.2550 | 02/09/2024 |
| Purchase of Common Stock | 2,356 | 9.2243 | 02/09/2024 |
| Purchase of Common Stock | 487 | 9.4150 | 02/12/2024 |
| Purchase of Common Stock | 29,450 | 9.4617 | 02/12/2024 |
| Purchase of Common Stock | 9,278 | 9.4450 | 02/12/2024 |
| Sale of Common Stock | (15,500) | 9.4305 | 02/12/2024 |
| Sale of Common Stock | (15,500) | 9.4300 | 02/12/2024 |
| Sale of Common Stock | (15,500) | 9.4306 | 02/12/2024 |
| Purchase of Forward Contract | 46,500 | 9.4347 | 02/12/2024 |
| Purchase of Common Stock | 7,750 | 9.2500 | 02/13/2024 |
| Purchase of Common Stock | 62,000 | 9.3058 | 02/13/2024 |
| Purchase of Common Stock | 9,160 | 9.2636 | 02/13/2024 |
| Purchase of Common Stock | 16 | 9.3471 | 02/13/2024 |
| Exercise of Forward Contract | 328,210 | 8.2240 | 02/14/2024 |
| Exercise of Forward Contract | 368,899 | 9.1193 | 02/14/2024 |
| Purchase of Common Stock | 6,200 | 9.4598 | 02/14/2024 |
| Purchase of Common Stock | 15,500 | 9.4527 | 02/14/2024 |
| Purchase of Common Stock | 7,750 | 9.4491 | 02/14/2024 |
| Purchase of Common Stock | 31,000 | 9.5910 | 02/16/2024 |
| Purchase of Common Stock | 7,750 | 9.5978 | 02/16/2024 |
| Purchase of Common Stock | 1,787 | 9.6150 | 02/16/2024 |
| Purchase of Common Stock | 6,419 | 9.5618 | 02/16/2024 |
| Purchase of Common Stock | 7,750 | 9.5109 | 02/20/2024 |
| Purchase of Common Stock | 15,500 | 9.4886 | 02/20/2024 |
| Purchase of Common Stock | 6,200 | 9.5666 | 02/20/2024 |
| Purchase of Common Stock | 34,100 | 9.4457 | 02/20/2024 |
| Purchase of Common Stock | 21,700 | 9.4756 | 02/20/2024 |
| Purchase of Common Stock | 29 | 9.4715 | 02/20/2024 |
| Purchase of Common Stock | 4,197 | 9.4755 | 02/20/2024 |
| Purchase of Common Stock | 17,607 | 9.5683 | 02/20/2024 |
| Purchase of Common Stock | 15,500 | 8.7416 | 02/21/2024 |
| Purchase of Common Stock | 7,750 | 8.7715 | 02/21/2024 |
| Purchase of Common Stock | 10,850 | 8.8836 | 02/21/2024 |
| Purchase of Common Stock | 7,750 | 8.9107 | 02/21/2024 |
| Purchase of Common Stock | 7,827 | 8.7480 | 02/21/2024 |
| Purchase of Common Stock | 12,323 | 8.7575 | 02/21/2024 |
| Purchase of Common Stock | 53,231 | 9.0833 | 02/21/2024 |
| Purchase of Common Stock | 28,877 | 9.1970 | 02/21/2024 |
| Purchase of Common Stock | 10,438 | 9.2956 | 02/21/2024 |
| Purchase of Common Stock | 69,584 | 9.0083 | 02/21/2024 |
CUSIP No. 01626W101
STARBOARD X MASTER FUND LTD
| Purchase of Common Stock | 366,000 | 8.1800 | 01/02/2024 |
| Purchase of Common Stock | 8,573 | 8.2350 | 01/04/2024 |
| Purchase of Common Stock | 21,073 | 8.2194 | 01/04/2024 |
| Purchase of Common Stock | 13,725 | 8.2985 | 01/04/2024 |
| Purchase of Common Stock | 183,000 | 8.7490 | 01/05/2024 |
| Purchase of Common Stock | 18,465 | 8.7500 | 01/05/2024 |
| Purchase of Common Stock | 18 | 8.7600 | 01/05/2024 |
| Purchase of Common Stock | 91,500 | 8.6363 | 01/05/2024 |
| Purchase of Common Stock | 73,200 | 8.8198 | 01/08/2024 |
| Purchase of Common Stock | 274,500 | 8.4600 | 01/08/2024 |
| Purchase of Common Stock | 64,050 | 8.6468 | 01/09/2024 |
| Purchase of Common Stock | 91,500 | 8.6643 | 01/09/2024 |
| Purchase of Common Stock | 45,750 | 8.6000 | 01/10/2024 |
| Purchase of Common Stock | 11,342 | 8.5968 | 01/10/2024 |
| Purchase of Common Stock | 8,144 | 8.6008 | 01/10/2024 |
| Purchase of Common Stock | 96 | 8.7400 | 01/10/2024 |
| Purchase of Common Stock | 91,500 | 8.5988 | 01/10/2024 |
| Purchase of Common Stock | 91,500 | 8.5083 | 01/11/2024 |
| Purchase of Common Stock | 66,063 | 8.3786 | 01/12/2024 |
| Purchase of Common Stock | 366,000 | 8.3500 | 01/12/2024 |
| Sale of Common Stock | (91,500) | 8.2010 | 01/16/2024 |
| Sale of Common Stock | (91,500) | 8.1962 | 01/16/2024 |
| Sale of Common Stock | (91,500) | 8.1951 | 01/16/2024 |
| Sale of Common Stock | (91,500) | 8.1981 | 01/16/2024 |
| Purchase of Common Stock | 45,750 | 8.2183 | 01/16/2024 |
| Purchase of Common Stock | 237,900 | 8.2200 | 01/16/2024 |
| Purchase of Forward Contract | 366,000 | 8.2011 | 01/16/2024 |
| Sale of Common Stock | (91,500) | 8.2232 | 01/17/2024 |
| Sale of Common Stock | (91,500) | 8.2222 | 01/17/2024 |
| Sale of Common Stock | (91,500) | 8.2206 | 01/17/2024 |
| Sale of Common Stock | (91,500) | 8.2227 | 01/17/2024 |
| Purchase of Common Stock | 27,450 | 8.2309 | 01/17/2024 |
| Purchase of Common Stock | 32,025 | 8.1939 | 01/17/2024 |
| Purchase of Forward Contract | 366,000 | 8.2251 | 01/17/2024 |
| Sale of Common Stock | (91,500) | 8.1523 | 01/18/2024 |
| Sale of Common Stock | (91,500) | 8.1503 | 01/18/2024 |
| Sale of Common Stock | (91,500) | 8.1526 | 01/18/2024 |
| Sale of Common Stock | (91,500) | 8.1444 | 01/18/2024 |
| Purchase of Forward Contract | 366,000 | 8.1556 | 01/18/2024 |
| Purchase of Common Stock | 183,000 | 8.7500 | 01/22/2024 |
| Sale of Common Stock | (91,500) | 9.0400 | 01/23/2024 |
| Sale of Common Stock | (91,500) | 9.0393 | 01/23/2024 |
| Sale of Common Stock | (91,500) | 9.0391 | 01/23/2024 |
| Purchase of Common Stock | 45,750 | 8.9985 | 01/23/2024 |
| Purchase of Common Stock | 36,600 | 9.0150 | 01/23/2024 |
| Purchase of Forward Contract | 274,500 | 9.0452 | 01/23/2024 |
| Sale of Common Stock | (91,500) | 9.0589 | 01/24/2024 |
| Sale of Common Stock | (91,500) | 9.0528 | 01/24/2024 |
| Sale of Common Stock | (91,500) | 9.0585 | 01/24/2024 |
| Purchase of Common Stock | 36,600 | 9.1081 | 01/24/2024 |
| Purchase of Common Stock | 54,900 | 9.0059 | 01/24/2024 |
| Purchase of Forward Contract | 274,500 | 9.0638 | 01/24/2024 |
| Sale of Common Stock | (91,500) | 9.0115 | 01/25/2024 |
| Sale of Common Stock | (91,500) | 9.0092 | 01/25/2024 |
| Sale of Common Stock | (91,500) | 9.0095 | 01/25/2024 |
| Purchase of Forward Contract | 274,500 | 9.0148 | 01/25/2024 |
| Sale of Common Stock | (91,500) | 9.0606 | 01/26/2024 |
| Purchase of Common Stock | 91,500 | 9.0532 | 01/26/2024 |
| Purchase of Forward Contract | 91,500 | 9.0642 | 01/26/2024 |
| Sale of Common Stock | (91,500) | 9.0029 | 01/29/2024 |
| Sale of Common Stock | (91,500) | 9.0021 | 01/29/2024 |
| Sale of Common Stock | (91,500) | 9.0018 | 01/29/2024 |
| Purchase of Forward Contract | 274,500 | 9.0080 | 01/29/2024 |
| Sale of Common Stock | (183,001) | 8.9895 | 01/31/2024 |
| Sale of Common Stock | (91,500) | 8.9884 | 01/31/2024 |
| Purchase of Common Stock | 3,523 | 9.0696 | 01/31/2024 |
| Purchase of Common Stock | 137 | 9.0600 | 01/31/2024 |
| Purchase of Common Stock | 128,100 | 8.9703 | 01/31/2024 |
| Purchase of Common Stock | 36,600 | 8.9300 | 01/31/2024 |
| Purchase of Forward Contract | 274,501 | 8.9936 | 01/31/2024 |
| Sale of Common Stock | (91,500) | 8.9585 | 02/01/2024 |
| Sale of Common Stock | (91,500) | 8.9569 | 02/01/2024 |
| Sale of Common Stock | (91,500) | 8.9594 | 02/01/2024 |
| Purchase of Common Stock | 36,200 | 8.9013 | 02/01/2024 |
| Purchase of Forward Contract | 274,500 | 8.9663 | 02/01/2024 |
| Purchase of Common Stock | 72,400 | 8.9913 | 02/05/2024 |
| Purchase of Common Stock | 3,015 | 8.9984 | 02/06/2024 |
| Purchase of Common Stock | 55,205 | 8.9994 | 02/07/2024 |
| Purchase of Common Stock | 62 | 9.0000 | 02/07/2024 |
| Purchase of Common Stock | 91 | 8.9729 | 02/08/2024 |
| Purchase of Common Stock | 19,341 | 9.2014 | 02/08/2024 |
| Purchase of Common Stock | 78,489 | 9.1822 | 02/08/2024 |
| Sale of Common Stock | (162,994) | 9.1180 | 02/08/2024 |
| Purchase of Forward Contract | 162,994 | 9.1244 | 02/08/2024 |
| Purchase of Common Stock | 181,000 | 9.2550 | 02/09/2024 |
| Purchase of Common Stock | 13,756 | 9.2243 | 02/09/2024 |
| Purchase of Common Stock | 2,842 | 9.4150 | 02/12/2024 |
| Purchase of Common Stock | 171,950 | 9.4617 | 02/12/2024 |
| Purchase of Common Stock | 54,173 | 9.4450 | 02/12/2024 |
| Sale of Common Stock | (90,502) | 9.4305 | 02/12/2024 |
| Sale of Common Stock | (90,502) | 9.4300 | 02/12/2024 |
| Sale of Common Stock | (90,503) | 9.4306 | 02/12/2024 |
| Purchase of Forward Contract | 271,507 | 9.4347 | 02/12/2024 |
| Purchase of Common Stock | 45,250 | 9.2500 | 02/13/2024 |
| Purchase of Common Stock | 362,000 | 9.3058 | 02/13/2024 |
| Purchase of Common Stock | 53,480 | 9.2636 | 02/13/2024 |
| Purchase of Common Stock | 96 | 9.3471 | 02/13/2024 |
| Exercise of Forward Contract | 1,879,905 | 8.2251 | 02/14/2024 |
| Exercise of Forward Contract | 2,173,002 | 9.1189 | 02/14/2024 |
| Purchase of Common Stock | 36,200 | 9.4598 | 02/14/2024 |
| Purchase of Common Stock | 90,500 | 9.4527 | 02/14/2024 |
| Purchase of Common Stock | 45,250 | 9.4491 | 02/14/2024 |
| Purchase of Common Stock | 181,000 | 9.5910 | 02/16/2024 |
| Purchase of Common Stock | 45,250 | 9.5978 | 02/16/2024 |
| Purchase of Common Stock | 10,433 | 9.6150 | 02/16/2024 |
| Purchase of Common Stock | 37,478 | 9.5618 | 02/16/2024 |
| Purchase of Common Stock | 45,250 | 9.5109 | 02/20/2024 |
| Purchase of Common Stock | 90,500 | 9.4886 | 02/20/2024 |
| Purchase of Common Stock | 36,200 | 9.5666 | 02/20/2024 |
| Purchase of Common Stock | 199,100 | 9.4457 | 02/20/2024 |
| Purchase of Common Stock | 126,700 | 9.4756 | 02/20/2024 |
| Purchase of Common Stock | 168 | 9.4715 | 02/20/2024 |
| Purchase of Common Stock | 24,502 | 9.4755 | 02/20/2024 |
| Purchase of Common Stock | 102,808 | 9.5683 | 02/20/2024 |
| Purchase of Common Stock | 90,500 | 8.7416 | 02/21/2024 |
| Purchase of Common Stock | 45,250 | 8.7715 | 02/21/2024 |
| Purchase of Common Stock | 63,350 | 8.8836 | 02/21/2024 |
| Purchase of Common Stock | 45,250 | 8.9107 | 02/21/2024 |
| Purchase of Common Stock | 45,702 | 8.7480 | 02/21/2024 |
| Purchase of Common Stock | 71,948 | 8.7575 | 02/21/2024 |
| Purchase of Common Stock | 310,803 | 9.0833 | 02/21/2024 |
| Purchase of Common Stock | 168,606 | 9.1970 | 02/21/2024 |
| Purchase of Common Stock | 60,942 | 9.2956 | 02/21/2024 |
| Purchase of Common Stock | 406,279 | 9.0083 | 02/21/2024 |
CUSIP No. 01626W101
STARBOARD VALUE LP
(Through the Starboard Value LP Account)
| Purchase of Common Stock | 214,000 | 8.1800 | 01/02/2024 |
| Purchase of Common Stock | 5,013 | 8.2350 | 01/04/2024 |
| Purchase of Common Stock | 12,321 | 8.2194 | 01/04/2024 |
| Purchase of Common Stock | 8,025 | 8.2985 | 01/04/2024 |
| Purchase of Common Stock | 107,000 | 8.7490 | 01/05/2024 |
| Purchase of Common Stock | 10,796 | 8.7500 | 01/05/2024 |
| Purchase of Common Stock | 11 | 8.7600 | 01/05/2024 |
| Purchase of Common Stock | 53,500 | 8.6363 | 01/05/2024 |
| Purchase of Common Stock | 42,800 | 8.8198 | 01/08/2024 |
| Purchase of Common Stock | 160,500 | 8.4600 | 01/08/2024 |
| Purchase of Common Stock | 37,450 | 8.6468 | 01/09/2024 |
| Purchase of Common Stock | 53,500 | 8.6643 | 01/09/2024 |
| Purchase of Common Stock | 26,750 | 8.6000 | 01/10/2024 |
| Purchase of Common Stock | 6,631 | 8.5968 | 01/10/2024 |
| Purchase of Common Stock | 4,762 | 8.6008 | 01/10/2024 |
| Purchase of Common Stock | 56 | 8.7400 | 01/10/2024 |
| Purchase of Common Stock | 53,500 | 8.5988 | 01/10/2024 |
| Purchase of Common Stock | 53,500 | 8.5083 | 01/11/2024 |
| Purchase of Common Stock | 38,627 | 8.3786 | 01/12/2024 |
| Purchase of Common Stock | 214,000 | 8.3500 | 01/12/2024 |
| Sale of Common Stock | (53,500) | 8.2010 | 01/16/2024 |
| Sale of Common Stock | (53,500) | 8.1962 | 01/16/2024 |
| Sale of Common Stock | (53,500) | 8.1951 | 01/16/2024 |
| Sale of Common Stock | (53,500) | 8.1981 | 01/16/2024 |
| Purchase of Common Stock | 26,750 | 8.2183 | 01/16/2024 |
| Purchase of Common Stock | 139,100 | 8.2200 | 01/16/2024 |
| Purchase of Forward Contract | 214,000 | 8.2011 | 01/16/2024 |
| Sale of Common Stock | (53,500) | 8.2232 | 01/17/2024 |
| Sale of Common Stock | (53,500) | 8.2222 | 01/17/2024 |
| Sale of Common Stock | (53,500) | 8.2206 | 01/17/2024 |
| Sale of Common Stock | (53,500) | 8.2227 | 01/17/2024 |
| Purchase of Common Stock | 16,050 | 8.2309 | 01/17/2024 |
| Purchase of Common Stock | 18,725 | 8.1939 | 01/17/2024 |
| Purchase of Forward Contract | 214,000 | 8.2251 | 01/17/2024 |
| Sale of Common Stock | (53,500) | 8.1523 | 01/18/2024 |
| Sale of Common Stock | (53,500) | 8.1503 | 01/18/2024 |
| Sale of Common Stock | (53,500) | 8.1526 | 01/18/2024 |
| Sale of Common Stock | (53,500) | 8.1444 | 01/18/2024 |
| Purchase of Forward Contract | 214,000 | 8.1556 | 01/18/2024 |
| Purchase of Common Stock | 107,000 | 8.7500 | 01/22/2024 |
| Sale of Common Stock | (53,500) | 9.0400 | 01/23/2024 |
| Sale of Common Stock | (53,500) | 9.0393 | 01/23/2024 |
| Sale of Common Stock | (53,500) | 9.0391 | 01/23/2024 |
| Purchase of Common Stock | 26,750 | 8.9985 | 01/23/2024 |
| Purchase of Common Stock | 21,400 | 9.0150 | 01/23/2024 |
| Purchase of Forward Contract | 160,500 | 9.0452 | 01/23/2024 |
| Sale of Common Stock | (53,500) | 9.0589 | 01/24/2024 |
| Sale of Common Stock | (53,500) | 9.0528 | 01/24/2024 |
| Sale of Common Stock | (53,500) | 9.0585 | 01/24/2024 |
| Purchase of Common Stock | 21,400 | 9.1081 | 01/24/2024 |
| Purchase of Common Stock | 32,100 | 9.0059 | 01/24/2024 |
| Purchase of Forward Contract | 160,500 | 9.0638 | 01/24/2024 |
| Sale of Common Stock | (53,500) | 9.0115 | 01/25/2024 |
| Sale of Common Stock | (53,500) | 9.0092 | 01/25/2024 |
| Sale of Common Stock | (53,500) | 9.0095 | 01/25/2024 |
| Purchase of Forward Contract | 160,500 | 9.0148 | 01/25/2024 |
| Sale of Common Stock | (53,500) | 9.0606 | 01/26/2024 |
| Purchase of Common Stock | 53,500 | 9.0532 | 01/26/2024 |
| Purchase of Forward Contract | 53,500 | 9.0642 | 01/26/2024 |
| Sale of Common Stock | (53,500) | 9.0029 | 01/29/2024 |
| Sale of Common Stock | (53,500) | 9.0021 | 01/29/2024 |
| Sale of Common Stock | (53,500) | 9.0018 | 01/29/2024 |
| Purchase of Forward Contract | 160,500 | 9.0080 | 01/29/2024 |
| Sale of Common Stock | (107,000) | 8.9895 | 01/31/2024 |
| Sale of Common Stock | (53,500) | 8.9884 | 01/31/2024 |
| Purchase of Common Stock | 2,060 | 9.0696 | 01/31/2024 |
| Purchase of Common Stock | 80 | 9.0600 | 01/31/2024 |
| Purchase of Common Stock | 74,900 | 8.9703 | 01/31/2024 |
| Purchase of Common Stock | 21,400 | 8.9300 | 01/31/2024 |
| Purchase of Forward Contract | 160,500 | 8.9936 | 01/31/2024 |
| Sale of Common Stock | (53,500) | 8.9585 | 02/01/2024 |
| Sale of Common Stock | (53,500) | 8.9569 | 02/01/2024 |
| Sale of Common Stock | (53,500) | 8.9594 | 02/01/2024 |
| Purchase of Common Stock | 21,200 | 8.9013 | 02/01/2024 |
| Purchase of Forward Contract | 160,500 | 8.9663 | 02/01/2024 |
| Purchase of Common Stock | 42,400 | 8.9913 | 02/05/2024 |
| Purchase of Common Stock | 1,766 | 8.9984 | 02/06/2024 |
| Purchase of Common Stock | 32,330 | 8.9994 | 02/07/2024 |
| Purchase of Common Stock | 36 | 9.0000 | 02/07/2024 |
| Purchase of Common Stock | 53 | 8.9729 | 02/08/2024 |
| Purchase of Common Stock | 11,327 | 9.2014 | 02/08/2024 |
| Purchase of Common Stock | 45,966 | 9.1822 | 02/08/2024 |
| Sale of Common Stock | (95,447) | 9.1180 | 02/08/2024 |
| Purchase of Forward Contract | 95,447 | 9.1244 | 02/08/2024 |
| Purchase of Common Stock | 106,000 | 9.2550 | 02/09/2024 |
| Purchase of Common Stock | 8,056 | 9.2243 | 02/09/2024 |
| Purchase of Common Stock | 1,664 | 9.4150 | 02/12/2024 |
| Purchase of Common Stock | 100,700 | 9.4617 | 02/12/2024 |
| Purchase of Common Stock | 31,726 | 9.4450 | 02/12/2024 |
| Sale of Common Stock | (53,001) | 9.4305 | 02/12/2024 |
| Sale of Common Stock | (53,001) | 9.4300 | 02/12/2024 |
| Sale of Common Stock | (53,002) | 9.4306 | 02/12/2024 |
| Purchase of Forward Contract | 159,004 | 9.4347 | 02/12/2024 |
| Purchase of Common Stock | 26,500 | 9.2500 | 02/13/2024 |
| Purchase of Common Stock | 212,000 | 9.3058 | 02/13/2024 |
| Purchase of Common Stock | 31,320 | 9.2636 | 02/13/2024 |
| Purchase of Common Stock | 56 | 9.3471 | 02/13/2024 |
| Exercise of Forward Contract | 1,130,971 | 9.2360 | 02/14/2024 |
| Exercise of Forward Contract | 1,270,951 | 9.1189 | 02/14/2024 |
| Purchase of Common Stock | 21,200 | 9.4598 | 02/14/2024 |
| Purchase of Common Stock | 53,000 | 9.4527 | 02/14/2024 |
| Purchase of Common Stock | 26,500 | 9.4491 | 02/14/2024 |
| Purchase of Common Stock | 106,000 | 9.5910 | 02/16/2024 |
| Purchase of Common Stock | 26,500 | 9.5978 | 02/16/2024 |
| Purchase of Common Stock | 6,110 | 9.6150 | 02/16/2024 |
| Purchase of Common Stock | 21,949 | 9.5618 | 02/16/2024 |
| Purchase of Common Stock | 26,500 | 9.5109 | 02/20/2024 |
| Purchase of Common Stock | 53,000 | 9.4886 | 02/20/2024 |
| Purchase of Common Stock | 21,200 | 9.5666 | 02/20/2024 |
| Purchase of Common Stock | 116,600 | 9.4457 | 02/20/2024 |
| Purchase of Common Stock | 74,200 | 9.4756 | 02/20/2024 |
| Purchase of Common Stock | 98 | 9.4715 | 02/20/2024 |
| Purchase of Common Stock | 14,349 | 9.4755 | 02/20/2024 |
| Purchase of Common Stock | 60,209 | 9.5683 | 02/20/2024 |
| Purchase of Common Stock | 53,000 | 8.7416 | 02/21/2024 |
| Purchase of Common Stock | 26,500 | 8.7715 | 02/21/2024 |
| Purchase of Common Stock | 37,100 | 8.8836 | 02/21/2024 |
| Purchase of Common Stock | 26,500 | 8.9107 | 02/21/2024 |
| Purchase of Common Stock | 26,765 | 8.7480 | 02/21/2024 |
| Purchase of Common Stock | 42,135 | 8.7575 | 02/21/2024 |
| Purchase of Common Stock | 182,018 | 9.0833 | 02/21/2024 |
| Purchase of Common Stock | 98,742 | 9.1970 | 02/21/2024 |
| Purchase of Common Stock | 35,689 | 9.2956 | 02/21/2024 |
| Purchase of Common Stock | 237,931 | 9.0083 | 02/21/2024 |
MATTHEW C. LEVIN
| Purchase of Common Stock | 2,635 | 9.4798 | 02/20/2024 |
Exhibit 99.1
GROUP AGREEMENT
WHEREAS, certain of the undersigned are stockholders, direct or beneficial, of Alight, Inc., a Delaware corporation (the “Company”);
WHEREAS, Starboard Value and Opportunity Master Fund Ltd, a Cayman Islands exempted company (“Starboard V&O Fund”), Starboard Value and Opportunity S LLC, a Delaware limited liability company (“Starboard S LLC”), Starboard Value and Opportunity C LP, a Delaware limited partnership (“Starboard C LP”), Starboard Value R LP, a Delaware limited partnership, Starboard Value and Opportunity Master Fund L LP, a Cayman Islands exempted limited partnership (“Starboard L Master”), Starboard Value L LP, a Delaware limited partnership, Starboard Value R GP LLC, a Delaware limited liability company, Starboard X Master Fund Ltd, a Cayman Islands exempted company (“Starboard X Master”), Starboard Value LP, a Delaware limited partnership, Starboard Value GP LLC, a Delaware limited liability company, Starboard Principal Co LP, a Delaware limited partnership, Starboard Principal Co GP LLC, a Delaware limited liability company, Jeffrey C. Smith and Peter A. Feld (collectively, “Starboard”), Keith D. Dorsey, Matthew C. Levin, Coretha Rushing and Gavin T. Molinelli (collectively, the “Group”), wish to form a group for the purpose of seeking representation on the Board of Directors of the Company (the “Board”) at the 2024 annual meeting of stockholders of the Company (including any other meeting of stockholders held in lieu thereof, and any adjournments, postponements, reschedulings or continuations thereof, the “Annual Meeting”) and for the purpose of taking all other action necessary to achieve the foregoing.
NOW, IT IS AGREED, this 16th day of February, 2024 by the parties hereto:
1. In the event that the Group becomes obligated to file a statement on Schedule 13D while this agreement (the “Agreement”) is in effect, in accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), each of the undersigned agrees to the joint filing on behalf of each of them of statements on Schedule 13D, and any amendments thereto, with respect to the securities of the Company. Each member of the Group shall be responsible for the accuracy and completeness of his/her/its own disclosure therein, and is not responsible for the accuracy and completeness of the information concerning the other members, unless such member knows or has reason to know that such information is inaccurate.
2. So long as this agreement is in effect, each of Keith D. Dorsey, Matthew C. Levin and Coretha Rushing agrees to provide Starboard advance written notice prior to effecting any purchase, sale, acquisition or disposal of any securities of the Company which he or she has, or would have, direct or indirect beneficial ownership so that Starboard has an opportunity to review the potential implications of any such transaction in the securities of the Company and pre-clear any such potential transaction in the securities of the Company by Keith D. Dorsey, Matthew C. Levin and Coretha Rushing. Each of Keith D. Dorsey, Matthew C. Levin and Coretha Rushing agrees that he or she shall not undertake or effect any purchase, sale, acquisition or disposal of any securities of the Company without the prior written consent of Starboard.
3. So long as this agreement is in effect, each of the undersigned shall provide written notice to Olshan Frome Wolosky LLP (“Olshan”) of (i) any of their purchases or sales of securities of the Company; or (ii) any securities of the Company over which they acquire or dispose of beneficial ownership. Notice shall be given no later than 24 hours after each such transaction
4. Each of the undersigned agrees to form the Group for the purpose of (i) soliciting proxies or written consents for the election of the persons nominated by the Group to the Board at the Annual Meeting, (ii) taking such other actions as the parties deem advisable, and (iii) taking all other action necessary or advisable to achieve the foregoing.
5. Starboard V&O Fund, Starboard S LLC, Starboard C LP, Starboard L Master, Starboard X Master and Starboard Value LP shall have the right to pre-approve all expenses incurred in connection with the Group’s activities and agree to pay directly all such pre-approved expenses on a pro rata basis between Starboard V&O Fund, Starboard S LLC, Starboard C LP, Starboard L Master, Starboard X Master and Starboard Value LP through a certain account managed by Starboard Value LP (the “Starboard Value LP Account”) based on the number of Shares in the aggregate beneficially owned by each of Starboard V&O Fund, Starboard S LLC, Starboard C LP, Starboard L Master, Starboard X Master and held in the Starboard Value LP Account on the date hereof.
6. Each of the undersigned agrees that any SEC filing, press release or stockholders communication proposed to be made or issued by the Group or any member of the Group in connection with the Group’s activities set forth in Section 4 shall be first approved by Starboard, or its representatives, which approval shall not be unreasonably withheld.
7. The relationship of the parties hereto shall be limited to carrying on the business of the Group in accordance with the terms of this Agreement. Such relationship shall be construed and deemed to be for the sole and limited purpose of carrying on such business as described herein. Nothing herein shall be construed to authorize any party to act as an agent for any other party, or to create a joint venture or partnership, or to constitute an indemnification. Nothing herein shall restrict any party’s right to purchase or sell securities of the Company, as he/she/it deems appropriate, in his/her/its sole discretion, provided that all such sales are made in compliance with all applicable securities laws.
8. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute but one and the same instrument, which may be sufficiently evidenced by one counterpart.
9. In the event of any dispute arising out of the provisions of this Agreement or their investment in the Company, the parties hereto consent and submit to the exclusive jurisdiction of the Federal and State Courts in the State of New York.
10. Any party hereto may terminate his/her/its obligations under this Agreement on 24 hours’ written notice to all other parties, with a copy by fax to Steve Wolosky at Olshan, Fax No. (212) 451-2222.
11. Each party acknowledges that Olshan shall act as counsel for both the Group and Starboard and its affiliates relating to their investment in the Company.
12. Each of the undersigned parties hereby agrees that this Agreement shall be filed as an exhibit to a Schedule 13D pursuant to Rule 13d-1(k)(1)(iii) under the Exchange Act.
| 2 |
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the day and year first above written.
|
STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD By: Starboard Value LP, its investment manager
STARBOARD VALUE AND OPPORTUNITY S LLC By: Starboard Value LP, its manager
STARBOARD VALUE AND OPPORTUNITY C LP By: Starboard Value R LP, its general partner
STARBOARD VALUE R LP By: Starboard Value R GP LLC, its general partner
STARBOARD VALUE AND OPPORTUNITY MASTER FUND L LP By: Starboard Value L LP, its general partner
|
STARBOARD VALUE L LP By: Starboard Value R GP LLC, its general partner
STARBOARD X MASTER FUND LTD By: Starboard Value LP, its investment manager
STARBOARD VALUE LP By: Starboard Value GP LLC, its general partner
STARBOARD VALUE GP LLC By: Starboard Principal Co LP, its member
STARBOARD PRINCIPAL CO LP By: Starboard Principal Co GP LLC, its general partner
STARBOARD PRINCIPAL CO GP LLC
STARBOARD VALUE R GP LLC
|
| By: |
/s/ Jeffrey C. Smith | |
| Name: | Jeffrey C. Smith | |
| Title: | Authorized Signatory | |
|
/s/ Jeffrey C. Smith | ||
| JEFFREY C. SMITH | ||
| Individually and as attorney-in-fact for Peter A. Feld and Gavin T. Molinelli | ||
|
/s/ Keith D. Dorsey | |
| KEITH D. DORSEY |
|
/s/ Matthew C. Levin | |
| MATTHEW C. LEVIN |
|
/s/ Coretha Rushing | |
| CORETHA RUSHING |
Exhibit 99.2
STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD
c/o Starboard Value LP
777 Third Avenue, 18th Floor
New York, New York 10017
February__, 2024
_________
_________
_________
| Re: | Alight, Inc. |
Dear _________:
Thank you for agreeing to serve as a nominee for election to the Board of Directors of Alight, Inc. (the “Company”) in connection with the proxy solicitation that Starboard Value and Opportunity Master Fund Ltd and its affiliates (collectively, the “Starboard Group”) is considering undertaking to nominate and elect directors at the Company’s 2024 annual meeting of stockholders, or any other meeting of stockholders held in lieu thereof, and any adjournments, postponements, reschedulings or continuations thereof (the “Starboard Group Solicitation”). Your outstanding qualifications, we believe, will prove a valuable asset to the Company and all of its stockholders. This letter (“Agreement”) will set forth the terms of our agreement.
The members of the Starboard Group agree to jointly and severally indemnify and hold you harmless against any and all claims of any nature, whenever brought, arising from the Starboard Group Solicitation and any related transactions, irrespective of the outcome; provided, however, that you will not be entitled to indemnification for claims arising from your gross negligence, willful misconduct, intentional and material violations of law, criminal actions or material breach of the terms of this Agreement; provided further, that upon your becoming a director of the Company, this indemnification shall not apply to any claims made against you in your capacity as a director of the Company. This indemnification will include any and all losses, liabilities, damages, demands, claims, suits, actions, judgments, or causes of action, assessments, costs and expenses, including, without limitation, interest, penalties, reasonable attorneys’ fees, and any and all reasonable costs and expenses incurred in investigating, preparing or defending against any litigation, commenced or threatened, any civil, criminal, administrative or arbitration action, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation asserted against, resulting, imposed upon, or incurred or suffered by you, directly or indirectly, as a result of or arising from the Starboard Group Solicitation and any related transactions (each, a “Loss”).
In the event you are notified or otherwise become aware of a claim against you pursuant to the prior paragraph or the occurrence of a Loss, you shall give the Starboard Group prompt written notice (including through electronic submission) of such claim or Loss (provided that failure to promptly notify the Starboard Group shall not relieve us from any liability which we may have on account of this Agreement, except to the extent we shall have been materially prejudiced by such failure). Upon receipt of such written notice, the Starboard Group will provide you with counsel to represent you. Such counsel shall be reasonably acceptable to you. In addition, you will be reimbursed promptly for all Losses suffered by you and as incurred as provided herein. The Starboard Group may not enter into any settlement of loss or claim without your consent unless such settlement includes a release of you from any and all liability in respect of such claim.
You hereby agree to keep confidential and not disclose to any party, without the consent of the Starboard Group, any confidential, proprietary or non-public information (collectively, “Information”) of the Starboard Group or its affiliates which you have heretofore obtained or may obtain in connection with your service as a nominee hereunder. Notwithstanding the foregoing, Information shall not include any information that is publicly disclosed by the Starboard Group or its affiliates or any information that you can demonstrate is now, or hereafter becomes, through no act or failure to act on your part, otherwise generally known to the public.
Notwithstanding the foregoing, if you are required by applicable law, rule, regulation or legal process to disclose any Information you may do so provided that you first promptly notify the Starboard Group so that the Starboard Group or any member thereof may seek a protective order or other appropriate remedy or, in the Starboard Group’s sole discretion, waive compliance with the terms of this Agreement. In the event that no such protective order or other remedy is obtained or the Starboard Group does not waive compliance with the terms of this Agreement, you may consult with counsel at the cost of the Starboard Group and you may furnish only that portion of the Information which you are advised by counsel is legally required to be so disclosed and you will request that the party(ies) receiving such Information maintain it as confidential.
All Information, all copies thereof, and any studies, notes, records, analysis, compilations or other documents prepared by you containing such Information, shall be and remain the property of the Starboard Group and, upon the request of a representative of the Starboard Group, all such Information shall be returned or, at the Starboard Group’s option, destroyed by you, with such destruction confirmed by you to the Starboard Group in writing.
This Agreement shall be governed by the laws of the State of New York, without regard to the principles of the conflicts of laws thereof.
* * *
If you agree to the foregoing terms, please sign below to indicate your acceptance.
| Very truly yours, | |
| STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD | |
| By: Starboard Value LP, its investment manager | |
| By: | |
| Name: | |
| Title: | |
ACCEPTED AND AGREED:
________________________
Exhibit 99.3
STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD
c/o Starboard Value LP
777 Third Avenue, 18th Floor
New York, New York 10017
February__, 2024
_________
_________
_________
Dear _________:
This letter sets forth our mutual agreement with respect to compensation to be paid to you for your agreement to be named and serve as a nominee of a group of investors (the “Starboard Group”), including Starboard Value and Opportunity Master Fund Ltd, an affiliate of Starboard Value LP, for election as a director of Alight, Inc. (the “Company”) at the Company’s 2024 annual meeting of stockholders including any other meeting of shareholders held in lieu thereof, and any adjournments, postponements, reschedulings or continuations thereof (the “Annual Meeting”).
In consideration of your agreement to be named and serve as a nominee of the Starboard Group for election as a director of the Company at the Annual Meeting, the undersigned hereby agrees to pay you (i) $25,000 in cash upon the Starboard Group submitting a letter to the Company nominating you for election as a director of the Company (with such payment to be made as soon as reasonably practicable after you have been nominated) and (ii) $25,000 in cash upon the filing by the Starboard Group of a definitive proxy statement with the U.S. Securities and Exchange Commission relating to a solicitation of proxies in favor of your election as a director of the Company at the Annual Meeting. You hereby agree to use the after-tax proceeds from such compensation, or an equivalent amount of other funds, to acquire securities of the Company (the “Nominee Shares”) at such time that you shall determine, but in any event no later than fourteen (14) days after receipt of such compensation; provided, however, in the event you are unable to transact in the securities of the Company due to possession of material non-public information or any other limitation or restriction, you shall have fourteen (14) days from the first date that you can transact in the securities of the Company to acquire such securities; provided, further, that the Starboard Group shall have the right to waive the requirement to purchase Nominee Shares at any time by providing you with prior notice of any such waiver. During the term of this letter agreement, you agree not to sell, transfer or otherwise dispose of any Nominee Shares; provided, however, in the event that the Company enters into a business combination with a third party, you may sell, transfer or exchange the Nominee Shares in accordance with the terms of such business combination.
The term of this letter agreement shall commence on the date hereof and shall remain in effect until the earliest to occur of (i) the Company’s appointment or nomination of you for election as a director of the Company, (ii) the date of any agreement with the Company in furtherance of your nomination or appointment as a director of the Company, (iii) the Starboard Group’s withdrawal of your nomination for election as a director of the Company, and (iv) the date of the Annual Meeting.
The validity, interpretation, construction and performance of this letter agreement shall be governed by the laws of the State of New York, without regard to its principles of conflict of laws, and by applicable laws of the United States. The parties hereto consent to the jurisdiction of the New York State and United States courts located in New York County, New York for the resolution of any disputes hereunder and agree that venue shall be proper in any such court notwithstanding any principle of forum non conveniens and that service of process on the parties hereto in any proceeding in any such court may be effected in the manner provided herein for the giving of notices. The parties hereto waive trial by jury in respect of any such proceeding.
This letter agreement shall bind and inure to the benefit of you and your heirs, successors and assigns.
This letter agreement may be executed in counterparts, each of which shall be deemed an original, and all of which, taken together, shall constitute one and the same instrument.
| STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD | |
| By: Starboard Value LP, its investment manager | |
| By: | |
| Name: | |
| Title: | |
Accepted and Agreed to:
_____________________
Exhibit 99.4
POWER OF ATTORNEY
The undersigned hereby appoints Jeffrey C. Smith, Peter A. Feld and Kenneth R. Marlin, or any of them, his true and lawful attorney-in fact and agent to execute and file with the Securities and Exchange Commission any Schedule 13D, Schedule 13G, Form 3, Form 4, Form 5, any settlement agreement, any amendments to any of the foregoing and any related documentation which may be required to be filed in his individual capacity as a result of the undersigned’s beneficial ownership of, or participation in a group with respect to, securities directly or indirectly beneficially owned by Starboard Value and Opportunity Master Fund Ltd, Starboard Value and Opportunity S LLC, Starboard Value and Opportunity C LP, Starboard Value R LP, Starboard Value and Opportunity Master Fund L LP, Starboard Value L LP, Starboard Value R GP LLC, Starboard X Master Fund Ltd, Starboard Value LP, Starboard Value GP LLC, Starboard Principal Co LP and Starboard Principal Co GP LLC or any of their respective affiliates, and granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing which he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent may lawfully do or cause to be done by virtue hereof. The authority of Jeffrey C. Smith, Peter A. Feld and Kenneth R. Marlin, or any of them, under this Power of Attorney shall continue with respect to the undersigned until revoked in writing.
| Date: February 16, 2024 | |
|
/s/ Jeffrey C. Smith |
|
| Jeffrey C. Smith |
|
/s/ Peter A. Feld |
|
| Peter A. Feld |
POWER OF ATTORNEY
Know all by these presents, that the undersigned hereby constitutes and appoints Jeffrey C. Smith and Peter A. Feld, or either of them, the undersigned’s true and lawful attorney-in-fact to take any and all action in connection with (i) the undersigned’s beneficial ownership of, or participation in a group with respect to, securities of Alight, Inc. (the “Company”) directly or indirectly beneficially owned by Starboard Value LP or any of its affiliates (collectively, the “Starboard Group”) and (ii) any proxy solicitation of the Starboard Group to elect the Starboard Group’s slate of director nominees to the board of directors of the Company at the 2024 annual meeting of stockholders of the Company (the “Solicitation”). Such action shall include, but not be limited to:
1. executing for and on behalf of the undersigned any Schedule 13D, and amendments thereto, filed by the Starboard Group that are required to be filed under Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules thereunder in connection with the undersigned’s beneficial ownership of, or participation in a group with respect to, securities of the Company or the Solicitation;
2. executing for and on behalf of the undersigned all Forms 3, 4 and 5 required to be filed under Section 16(a) of the Exchange Act and the rules thereunder in connection with the undersigned’s beneficial ownership of, or participation in a group with respect to, securities of the Company or the Solicitation;
3. executing for and on behalf of the undersigned all Joint Filing and Solicitation Agreements or similar documents pursuant to which the undersigned shall agree to be a member of the Starboard Group;
4. performing any and all acts for and on behalf of the undersigned that may be necessary or desirable to complete and execute any such document, complete and execute any amendment or amendments thereto, and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and
5. taking any other action of any type whatsoever in connection with the Solicitation, including entering into any settlement agreement, that in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion.
The undersigned hereby grants to such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, is not assuming any of the undersigned's responsibilities to comply with Section 13(d), Section 16 or Section 14 of the Exchange Act.
This Power of Attorney shall remain in full force and effect until the undersigned is no longer a member of the Starboard Group unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 16th day of February 2024.
|
/s/ Gavin T. Molinelli | |
| GAVIN T. MOLINELLI |
POWER OF ATTORNEY
Know all by these presents, that the undersigned hereby constitutes and appoints Jeffrey C. Smith and Peter A. Feld, or either of them, the undersigned’s true and lawful attorney-in-fact to take any and all action in connection with (i) the undersigned’s beneficial ownership of, or participation in a group with respect to, securities of Alight, Inc. (the “Company”) directly or indirectly beneficially owned by Starboard Value LP or any of its affiliates (collectively, the “Starboard Group”) and (ii) any proxy solicitation of the Starboard Group to elect the Starboard Group’s slate of director nominees to the board of directors of the Company at the 2024 annual meeting of stockholders of the Company (the “Solicitation”). Such action shall include, but not be limited to:
1. executing for and on behalf of the undersigned any Schedule 13D, and amendments thereto, filed by the Starboard Group that are required to be filed under Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules thereunder in connection with the undersigned’s beneficial ownership of, or participation in a group with respect to, securities of the Company or the Solicitation;
2. executing for and on behalf of the undersigned all Forms 3, 4 and 5 required to be filed under Section 16(a) of the Exchange Act and the rules thereunder in connection with the undersigned’s beneficial ownership of, or participation in a group with respect to, securities of the Company or the Solicitation;
3. executing for and on behalf of the undersigned all Joint Filing and Solicitation Agreements or similar documents pursuant to which the undersigned shall agree to be a member of the Starboard Group;
4. performing any and all acts for and on behalf of the undersigned that may be necessary or desirable to complete and execute any such document, complete and execute any amendment or amendments thereto, and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and
5. taking any other action of any type whatsoever in connection with the Solicitation, including entering into any settlement agreement, that in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion.
The undersigned hereby grants to such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, is not assuming any of the undersigned's responsibilities to comply with Section 13(d), Section 16 or Section 14 of the Exchange Act.
This Power of Attorney shall remain in full force and effect until the undersigned is no longer a member of the Starboard Group unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 16th day of February 2024.
|
/s/ Keith D. Dorsey | |
| KEITH D. DORSEY |
POWER OF ATTORNEY
Know all by these presents, that the undersigned hereby constitutes and appoints Jeffrey C. Smith and Peter A. Feld, or either of them, the undersigned’s true and lawful attorney-in-fact to take any and all action in connection with (i) the undersigned’s beneficial ownership of, or participation in a group with respect to, securities of Alight, Inc. (the “Company”) directly or indirectly beneficially owned by Starboard Value LP or any of its affiliates (collectively, the “Starboard Group”) and (ii) any proxy solicitation of the Starboard Group to elect the Starboard Group’s slate of director nominees to the board of directors of the Company at the 2024 annual meeting of stockholders of the Company (the “Solicitation”). Such action shall include, but not be limited to:
1. executing for and on behalf of the undersigned any Schedule 13D, and amendments thereto, filed by the Starboard Group that are required to be filed under Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules thereunder in connection with the undersigned’s beneficial ownership of, or participation in a group with respect to, securities of the Company or the Solicitation;
2. executing for and on behalf of the undersigned all Forms 3, 4 and 5 required to be filed under Section 16(a) of the Exchange Act and the rules thereunder in connection with the undersigned’s beneficial ownership of, or participation in a group with respect to, securities of the Company or the Solicitation;
3. executing for and on behalf of the undersigned all Joint Filing and Solicitation Agreements or similar documents pursuant to which the undersigned shall agree to be a member of the Starboard Group;
4. performing any and all acts for and on behalf of the undersigned that may be necessary or desirable to complete and execute any such document, complete and execute any amendment or amendments thereto, and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and
5. taking any other action of any type whatsoever in connection with the Solicitation, including entering into any settlement agreement, that in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion.
The undersigned hereby grants to such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, is not assuming any of the undersigned's responsibilities to comply with Section 13(d), Section 16 or Section 14 of the Exchange Act.
This Power of Attorney shall remain in full force and effect until the undersigned is no longer a member of the Starboard Group unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 16th day of February 2024.
|
/s/ Matthew C. Levin | |
| MATTHEW C. LEVIN |
POWER OF ATTORNEY
Know all by these presents, that the undersigned hereby constitutes and appoints Jeffrey C. Smith and Peter A. Feld, or either of them, the undersigned’s true and lawful attorney-in-fact to take any and all action in connection with (i) the undersigned’s beneficial ownership of, or participation in a group with respect to, securities of Alight, Inc. (the “Company”) directly or indirectly beneficially owned by Starboard Value LP or any of its affiliates (collectively, the “Starboard Group”) and (ii) any proxy solicitation of the Starboard Group to elect the Starboard Group’s slate of director nominees to the board of directors of the Company at the 2024 annual meeting of stockholders of the Company (the “Solicitation”). Such action shall include, but not be limited to:
1. executing for and on behalf of the undersigned any Schedule 13D, and amendments thereto, filed by the Starboard Group that are required to be filed under Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules thereunder in connection with the undersigned’s beneficial ownership of, or participation in a group with respect to, securities of the Company or the Solicitation;
2. executing for and on behalf of the undersigned all Forms 3, 4 and 5 required to be filed under Section 16(a) of the Exchange Act and the rules thereunder in connection with the undersigned’s beneficial ownership of, or participation in a group with respect to, securities of the Company or the Solicitation;
3. executing for and on behalf of the undersigned all Joint Filing and Solicitation Agreements or similar documents pursuant to which the undersigned shall agree to be a member of the Starboard Group;
4. performing any and all acts for and on behalf of the undersigned that may be necessary or desirable to complete and execute any such document, complete and execute any amendment or amendments thereto, and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and
5. taking any other action of any type whatsoever in connection with the Solicitation, including entering into any settlement agreement, that in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion.
The undersigned hereby grants to such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, is not assuming any of the undersigned's responsibilities to comply with Section 13(d), Section 16 or Section 14 of the Exchange Act.
This Power of Attorney shall remain in full force and effect until the undersigned is no longer a member of the Starboard Group unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 16th day of February 2024.
|
/s/ Coretha Rushing | |
| CORETHA RUSHING |