Page 12 of 17 – SEC Filing On March 4, 2016, (i) the Issuer, (ii) Stadium, (iii) Mr. DeMarco
and (iv) Mr. Donatiello entered into an Amendment to Settlement Agreement (the “Amendment”), which extended and modified
portions of the Settlement Agreement.
Under the terms of the Amendment, the parties agreed to extend the
Standstill Period until the earlier of (i) 10 days prior to the deadline for submission of stockholder nominees for the 2017 Annual
Meeting or (ii) 100 days prior to the first anniversary of the 2016 Annual Meeting.
Stadium also agreed to vote all of its shares at the 2016 Annual
Meeting in favor of (i) the re-election to the Board of any individual who is a director of the Issuer as of the date of the Amendment,
subject, in each case, to the nomination of such director by the Board; (ii) a proposal by the Board to amend the Issuer’s
charter to eliminate the classification of the Board on a phased-in basis and provide for the annual election of directors beginning
in 2016; (iii) a proposal by the Board to amend the Issuer’s charter and bylaws to eliminate any provisions that require
the affirmative vote of at least 80% of all of the Issuer’s then-outstanding shares of common stock; (iv) the “say-on-pay”
vote regarding the compensation paid to the Issuer’s named executive officers; and (v) the ratification of the appointment
of Deloitte & Touche LLP to serve as the Issuer’s independent auditors for fiscal year 2016.
Under the terms of the Amendment, the parties also agreed to increase
the size of the Value Creation Committee from three members to four, and to add Steven G. Miller as the fourth member of the Value
Creation Committee. The Value Creation Committee will dissolve automatically at the end of the Standstill Period unless extended
by the Board.
The foregoing summary of the Amendment is not complete and is qualified
in its entirety by reference to, and should be read in conjunction with, the complete text of the Amendment, which is attached
as Exhibit I and is incorporated herein by reference.
On September 9, 2016, Stadium issued a press release announcing
Mr. DeMarco’s resignation from the Board, effective immediately, after nearly five years of service. In the opinion
of Mr. DeMarco and Stadium, there has been a significant improvement in the composition, governance and structure of the Board
as a result of the Settlement Agreement. Additionally, it is the opinion of Mr. DeMarco and Stadium that the efforts of the Value
Creation Committee, which was formed as a result of the Settlement Agreement to review the Issuer’s business, operations,
capital allocations and strategy and to make recommendations to the Board on these issues, are largely complete, with the Board
having approved a slate of recommendations at its latest meeting. Thus, Stadium and Mr. DeMarco concluded that it was an appropriate
juncture for Mr. DeMarco to eliminate the substantial time commitment of serving on the Board. Under the terms of the Settlement
Agreement, Stadium has the right to name a director to replace Mr. DeMarco, and intends to name an exceptionally
qualified, independent individual who will help the Issuer make continued progress in strategic planning, capital allocation
and corporate governance. The press release issued by Stadium is attached as Exhibit J and incorporated herein by reference.
Except as set forth in this statement, the Filers do not presently
have any additional plans or proposals that relate to or would result in any of the transactions, events or actions described in
subparagraphs (a) through (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer
The beneficial ownership of the Stock by each
Filer at the date hereof is reflected on that Filer’s cover page. The percentage on the cover pages relating to beneficial
ownership of the Stock is based on 22,024,360 shares of Stock outstanding as of July 27, 2016, as reported in the Form 10-Q for
the quarterly period ended July 3, 2016, of the Issuer.
Page 12 of 17
On March 4, 2016, (i) the Issuer, (ii) Stadium, (iii) Mr. DeMarco
and (iv) Mr. Donatiello entered into an Amendment to Settlement Agreement (the “Amendment”), which extended and modified
portions of the Settlement Agreement.
Under the terms of the Amendment, the parties agreed to extend the
Standstill Period until the earlier of (i) 10 days prior to the deadline for submission of stockholder nominees for the 2017 Annual
Meeting or (ii) 100 days prior to the first anniversary of the 2016 Annual Meeting.
Stadium also agreed to vote all of its shares at the 2016 Annual
Meeting in favor of (i) the re-election to the Board of any individual who is a director of the Issuer as of the date of the Amendment,
subject, in each case, to the nomination of such director by the Board; (ii) a proposal by the Board to amend the Issuer’s
charter to eliminate the classification of the Board on a phased-in basis and provide for the annual election of directors beginning
in 2016; (iii) a proposal by the Board to amend the Issuer’s charter and bylaws to eliminate any provisions that require
the affirmative vote of at least 80% of all of the Issuer’s then-outstanding shares of common stock; (iv) the “say-on-pay”
vote regarding the compensation paid to the Issuer’s named executive officers; and (v) the ratification of the appointment
of Deloitte & Touche LLP to serve as the Issuer’s independent auditors for fiscal year 2016.
Under the terms of the Amendment, the parties also agreed to increase
the size of the Value Creation Committee from three members to four, and to add Steven G. Miller as the fourth member of the Value
Creation Committee. The Value Creation Committee will dissolve automatically at the end of the Standstill Period unless extended
by the Board.
The foregoing summary of the Amendment is not complete and is qualified
in its entirety by reference to, and should be read in conjunction with, the complete text of the Amendment, which is attached
as Exhibit I and is incorporated herein by reference.
On September 9, 2016, Stadium issued a press release announcing
Mr. DeMarco’s resignation from the Board, effective immediately, after nearly five years of service. In the opinion
of Mr. DeMarco and Stadium, there has been a significant improvement in the composition, governance and structure of the Board
as a result of the Settlement Agreement. Additionally, it is the opinion of Mr. DeMarco and Stadium that the efforts of the Value
Creation Committee, which was formed as a result of the Settlement Agreement to review the Issuer’s business, operations,
capital allocations and strategy and to make recommendations to the Board on these issues, are largely complete, with the Board
having approved a slate of recommendations at its latest meeting. Thus, Stadium and Mr. DeMarco concluded that it was an appropriate
juncture for Mr. DeMarco to eliminate the substantial time commitment of serving on the Board. Under the terms of the Settlement
Agreement, Stadium has the right to name a director to replace Mr. DeMarco, and intends to name an exceptionally
qualified, independent individual who will help the Issuer make continued progress in strategic planning, capital allocation
and corporate governance. The press release issued by Stadium is attached as Exhibit J and incorporated herein by reference.
Except as set forth in this statement, the Filers do not presently
have any additional plans or proposals that relate to or would result in any of the transactions, events or actions described in
subparagraphs (a) through (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer
The beneficial ownership of the Stock by each
Filer at the date hereof is reflected on that Filer’s cover page. The percentage on the cover pages relating to beneficial
ownership of the Stock is based on 22,024,360 shares of Stock outstanding as of July 27, 2016, as reported in the Form 10-Q for
the quarterly period ended July 3, 2016, of the Issuer.
| Page 12 of 17 |
