Page 12 of 15 – SEC Filing 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 was attached as Exhibit I to the Filers’ prior Schedule 13D and is incorporated therein 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 was attached as Exhibit J to the Filers’ prior Schedule 13D and
incorporated therein by reference.
On October 10, 2016, (i) the Issuer, (ii) Stadium,
(iii) Mr. DeMarco and (iv) Mr. Donatiello entered into a Second Amendment to Settlement Agreement (the “Second Amendment”),
which modified portions of the Settlement Agreement. Under the terms of the Second Amendment, the parties agreed that prior to
December 1, 2016, (i) Stadium shall not name a director to replace Mr. DeMarco and (ii) the Board and all committees and subcommittees
of the Board shall not seek to increase the Board to more than seven members.
Under the terms of the Second Amendment, the
parties also agreed that: (i) Mr. Donatiello shall be added to the Compensation Committee of the Board to replace Mr. DeMarco;
(ii) Robert C. Galvin will assume Mr. DeMarco’s role as Co-Chairman of the Value Creation Committee, with that committee
reduced to three members; and (iii) the Board shall name Van Honeycutt to the newly created role of Lead Independent Director.
The foregoing summary of the Second 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 Second Amendment, which was attached as Exhibit K to the Filers’ prior Schedule 13D and is incorporated therein
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.
Except as set forth in Schedule A, none of
the Filers has effected any transactions in the Stock since the Filers’ last Schedule 13D filing.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer
SCM is the investment adviser of its clients
pursuant to investment management agreements or limited partnership agreements providing to SCM the authority, among other things,
to invest the funds of such clients in the Stock, to vote and dispose of the Stock and to file this statement on behalf of such
clients. Pursuant to such limited partnership agreements, the general partner of such clients is entitled to allocations based
on assets under management and realized and unrealized gains. Pursuant to such investment management agreements, SCM (or SCMGP)
is entitled to fees based on assets under management and realized and unrealized gains.
12
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 was attached as Exhibit I to the Filers’ prior Schedule 13D and is incorporated therein 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 was attached as Exhibit J to the Filers’ prior Schedule 13D and
incorporated therein by reference.
On October 10, 2016, (i) the Issuer, (ii) Stadium,
(iii) Mr. DeMarco and (iv) Mr. Donatiello entered into a Second Amendment to Settlement Agreement (the “Second Amendment”),
which modified portions of the Settlement Agreement. Under the terms of the Second Amendment, the parties agreed that prior to
December 1, 2016, (i) Stadium shall not name a director to replace Mr. DeMarco and (ii) the Board and all committees and subcommittees
of the Board shall not seek to increase the Board to more than seven members.
Under the terms of the Second Amendment, the
parties also agreed that: (i) Mr. Donatiello shall be added to the Compensation Committee of the Board to replace Mr. DeMarco;
(ii) Robert C. Galvin will assume Mr. DeMarco’s role as Co-Chairman of the Value Creation Committee, with that committee
reduced to three members; and (iii) the Board shall name Van Honeycutt to the newly created role of Lead Independent Director.
The foregoing summary of the Second 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 Second Amendment, which was attached as Exhibit K to the Filers’ prior Schedule 13D and is incorporated therein
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.
Except as set forth in Schedule A, none of
the Filers has effected any transactions in the Stock since the Filers’ last Schedule 13D filing.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer
SCM is the investment adviser of its clients
pursuant to investment management agreements or limited partnership agreements providing to SCM the authority, among other things,
to invest the funds of such clients in the Stock, to vote and dispose of the Stock and to file this statement on behalf of such
clients. Pursuant to such limited partnership agreements, the general partner of such clients is entitled to allocations based
on assets under management and realized and unrealized gains. Pursuant to such investment management agreements, SCM (or SCMGP)
is entitled to fees based on assets under management and realized and unrealized gains.
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