Page 6 of 9 – SEC Filing
Amendment No. 2 to Schedule 13D
The following constitutes Amendment No. 2 (Amendment No. 2) to the Schedule 13D filed with the Securities and Exchange Commission
(SEC) by Scopia Capital Management LP (Scopia Capital), Scopia Management, Inc. (Scopia Management), Matthew Sirovich and Jeremy Mindich (collectively, the Reporting Persons) on August 7, 2017, as
amended by Amendment No. 1 filed on August 31, 2017. This Amendment No. 2 amends and supplements the Schedule 13D as specifically set forth herein.
All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D. Information given in
response to each item shall be deemed incorporated by reference in all other items, as applicable.
| ITEM 4. | PURPOSE OF TRANSACTION |
Item 4 of Schedule 13D is supplemented and superseded, as the case may be,
as follows:
On February 27, 2018, Scopia Capital and the Issuer entered into a cooperation agreement (the Cooperation Agreement).
Pursuant to the terms of the Cooperation Agreement, the Issuer agreed that effective the later of (x) five business days following their designation by Scopia Capital and (y) one week following the Issuers 2018 Annual Meeting of
Stockholders (the 2018 Annual Meeting) if designated by Scopia Capital prior to such time, the Issuers Board and any applicable committee and subcommittee of the Board will take all necessary actions to: (i) increase the size
of the Board from nine to 11 directors and, subject to certain director criteria in accordance with the Cooperation Agreement, immediately thereafter (ii) appoint one individual designated by Scopia Capital in writing to serve as a Class I
director of the Issuer with a term expiring at the Issuers 2021 Annual Meeting of Stockholders (the Scopia Class I Director) and one individual so designated by Scopia Capital in writing to serve as a Class III director
of the Issuer with a term expiring at the Issuers 2020 Annual Meeting of Stockholders (the Scopia Class III Director, and together with the Scopia Class I Director, the Scopia Directors). Unless as otherwise
specified in the Cooperation Agreement, and subject to certain criteria described in the Cooperation Agreement, Scopia Capital shall be entitled to designate replacements for such Scopia Directors if there is a vacancy as a result of the removal or
resignation of a Scopia Director. In addition, the Issuer agreed that the Board shall take all necessary actions to: (i) not increase the size of the Board if doing so would result in the Board having a number of members in excess of nine
directors prior to the appointment of the Scopia Directors to the Board and 11 directors following the appointment of the Scopia Directors to the Board without Scopia Capitals prior written consent; (ii) not change or seek to change the
classes on which the Board members serve without Scopia Capitals prior written consent or as necessary in connection with the nomination of directors at the Companys 2019 Annual Meeting of Stockholders (provided that the Board will not
move a Scopia Director from the class to which such Scopia director was appointed or reduce the number of Class II directors below four directors without Scopias prior written consent); (iii) hold the 2018 Annual Meeting no later than
June 30, 2018; (iv) hold the Issuers 2019 Annual Meeting of Stockholders (the 2019 Annual Meeting) no later than June 30, 2019; and (v) nominate four individuals for election as Class II directors at the 2019 Annual
Meeting. Further, pursuant to the Cooperation Agreement, the Board shall appoint each Scopia Director serving on the Board to any two committees of the Board of such Scopia Directors choice, subject to such Scopia Director satisfying the
qualification requirements set forth in the applicable committee charter, stock exchange and SEC rules regarding membership of such committee.
The
Issuers and the Boards obligations described above shall terminate immediately upon the occurrence of any of the following events: (i) submission by Scopia Capital to the Issuer of a notice of nomination for election to the Board in
respect of directors not nominated by the Board during the Standstill Period (as defined below); (ii) Scopia Capitals filing of a Proxy Statement on Schedule 14A with the SEC to solicit proxies with respect to the securities of the Issuer in
opposition to any director nominated by the Board during the Standstill Period (as defined below); (iii) prior to January 1, 2019, Scopia Capitals not voting in favor of the election of each director nominated by the Board or not voting
against any shareholder nominations for election of directors not approved or recommended by the Board (other than any action approved by the Board, but voted against by a Scopia Director); and (iv) Scopia Capital (A) making or submitting
a public proposal with respect to the Issuer during the Standstill Period (as defined below) or (B) forming, joining or being a member of a Section 13(d) group that makes or submits a public proposal with respect to the Issuer during the
Standstill Period (as defined below). In addition, the Issuer and the Board will be relieved of the obligations described above in the event that Scopia Capital and its affiliates cease to beneficially own an aggregate net long position of at least
10% of the Issuers then outstanding Common Stock.
