Page 7 of 9 – SEC Filing
During the Standstill Period (as defined below), Scopia Capital agreed (among other customary matters) to not:
(i) solicit proxies or consents for the election of individuals to the Board or approve stockholder proposals in opposition to the recommendation or proposal of the Board; (ii) form any Section 13(d) group other than with Scopia Capital
affiliates or persons or entities previously disclosed in Scopia Capitals Schedule 13D filing; (iii) other than in a Rule 144 open market sale where the identity of the purchaser is not known and in underwritten widely dispersed public
offerings, sell or agree to sell securities of the Issuer or derivative securities to any person or entity that, to Scopia Capitals or its affiliates actual knowledge, would result in such person or entity having any beneficial or other
ownership interest in the aggregate of more than 4.9% of the Issuers outstanding Common Stock or would increase the ownership interest of a person already having a greater than 4.9% beneficial or other ownership interest; (iv) effect or seek
to effect any extraordinary corporate transaction involving the Issuer; (v) engage in any short sale or any purchase, sale or grant of any option or other derivative security that relates to or derives any significant part of its value from a
decline in the market price of the Issuers securities; (vi) call or request the calling of any meeting of stockholders; (vii) seek representation on, or nominate any candidate to the Board except pursuant to the Cooperation
Agreement; and (viii) seek the removal of any Board member.
The Issuer and Scopia Capital agreed that the standstill period (the Standstill
Period) begins on the date of the Cooperation Agreement and ends on the earlier of (i) January 1, 2019 and (ii) the date that is 15 business days prior to the deadline for the submission of stockholder nominations of directors
for the 2019 Annual Meeting. Notwithstanding the foregoing, the Standstill Period will terminate at such time as the Scopia Directors (or their successors) are no longer serving on the Board and, if applicable, Scopia Capital has notified the Issuer
in writing that it will not seek to fill any such vacancies.
Further, until the earlier of (x) January 1, 2019 or (y) such time as the
Scopia Directors (or their successors) are no longer serving on the Board and, if applicable, Scopia Capital has notified the Issuer in writing that it will not seek to fill any such vacancies, Scopia Capital agreed that it shall cause all shares of
Common Stock beneficially owned, directly or indirectly, by it, or by any controlled Scopia Capital affiliate, to be present for quorum purposes and to be voted, at any annual or special meeting of stockholders, (i) in favor of each director
nominated by the Board for election at such meetings and against any shareholder nominations for the election of directors not approved or recommended by the Board, (ii) in favor of the ratification of the appointment of Ernst & Young
LLP as the Issuers independent registered public accounting firm and (iii) in accordance with the Boards recommendations with respect to the Issuers
say-on-pay proposal unless ISS and Glass Lewis recommend otherwise with respect to such
say-on-pay proposal; provided, however, that Scopia Capital and its affiliates may vote their shares of Common Stock beneficially owned against any action at
a stockholder meeting that was approved by the Board but voted against by a Scopia Director.
The foregoing description of the Cooperation Agreement does
not purport to be complete and is qualified in its entirety by reference to the full text of the Cooperation Agreement, which is incorporated by reference as Exhibit 99.1 and is incorporated herein by reference.
On February 28, 2018, Scopia Capital and the Issuer jointly issued a press release to announce that they have entered into the Cooperation Agreement.
The Reporting Persons intend to review their investment in the Issuer on a continuing basis and may from time to time and at any time in the future
depending on various factors, including, without limitation, the outcome of any discussions with directors and officers of the Issuer, the Issuers financial position and strategic direction, actions taken by the Board, price levels of the
Issuers securities, other investment opportunities available to the Reporting Persons, conditions in the securities market and general economic and industry conditions, take such actions with respect to the investment in the Issuer as they
deem appropriate. Subject to the limitations of the Cooperation Agreement, these actions may include: (i) acquiring additional shares of Common Stock and/or other equity, debt, notes, other securities, or derivative or other instruments that
are based upon or relate to the value of securities of the Issuer (collectively, Securities) in the open market or otherwise; (ii) disposing of any or all of their Securities in the open market or otherwise; (iii) engaging in
any hedging or similar transactions with respect to the Securities; or (iv) proposing or considering one or more of the actions described in subsections (a) through (j) of Item 4 of Schedule 13D.
