13D Filing: Cruiser Capital Advisors, LLC and Schulman A Inc (SHLM)

On September 7, 2017, Cruiser Capital Advisors and Kingdon Capital Management  entered into a cooperation agreement (the “Cooperation Agreement”) with the Issuer, and with The William H. Joyce Revocable Trust and The Joyce Family Irrevocable Trust (collectively, the “Joyce Trusts”) joining the Cooperation Agreement for purposes of certain sections of the Cooperation Agreement.  Pursuant to the Cooperation Agreement, the Issuer has agreed to, by September 8, 2017, cause the Board to (1) set the size of the Board at ten (10) members, (2) appoint each of Allen Spizzo (“Mr. Spizzo”) and Carol Eicher (“Ms. Eicher”) (each of Mr. Spizzo and Ms. Eicher, an “Investor Nominee” and collectively, the “Investor Nominees”) as directors of the Issuer and (3) prior to the mailing of the definitive proxy statement for the Issuer’s 2017 annual meeting of stockholders (the “2017 Annual Meeting”), (a) set the size of the Board at nine (9) members, effective as of the date of the 2017 Annual Meeting, and (b) nominate each of the Investor Nominees for election to the Board at the 2017 Annual Meeting, along with seven (7) other nominees selected by the Board.  Under the terms of the Cooperation Agreement, the Issuer has agreed to recommend and solicit proxies for the election of the Investor Nominees at the 2017 Annual Meeting in the same manner as for the other nominees nominated by the Board for election at the 2017 Annual Meeting.

In connection with the Cooperation Agreement, the Issuer has entered into that certain Services Agreement with Dr. William Joyce, pursuant to which the Issuer has agreed to (1) hire Dr. Joyce as a consultant of the Issuer and (2) appoint Dr. Joyce as an advisor to the Board.

Pursuant to the Cooperation Agreement, each of the Investors agreed that each Investor will not, directly or indirectly, (1) nominate or recommend for nomination any person for election at the 2017 Annual Meeting, (2) submit any proposal for consideration at, or bring any other business before, the 2017 Annual Meeting, (3) initiate, encourage or participate in any “withhold” or similar campaign with respect to the 2017 Annual Meeting or (4) publicly or privately encourage or support any other stockholder of the Issuer to take any of the actions set forth in the preceding clauses (1) through (3).  The Cooperation Agreement further provides that each of the Reporting Persons will vote all shares of Common Stock owned by the Reporting Persons at the 2017 Annual Meeting (1) in favor of (a) the slate of directors recommended by the Board and (b) the ratification of the appointment of PricewaterhouseCoopers LLP as the Issuer’s independent registered public accounting firm for the year ending August 31, 2018 and (2) in accordance with the Board’s recommendation with respect to the advisory vote on executive compensation.