Page 6 of 10 – SEC Filing
directors of the Issuer; provided, that, (x) if requested by Mr. Strawbridge, the Management Company will include the three potential designees previously suggested by
Mr. Strawbridge, subject to the completion of due diligence, including background checks and entry, if appropriate, into customary nomination agreements, and (y) the Management Company will designate the remaining designees subject to the
reasonable review of, including a review of background checks by Mr. Strawbridge; provided, that the Management Company will consider additional designee suggestions from Mr. Strawbridge; (ii) the making, revising or withdrawing of
any proposals to the Issuer regarding the conduct of its business, corporate governance matters (other than the designation of nominees for election to the Board of Directors of the Issuer), corporate transactions or otherwise; (iii) the
conduct or settlement of any proxy contest, consent solicitation or similar actions involving the Issuer (other than the designation of nominees for election to the Board of Directors of the Issuer); (iv) the manner, form, content and timing of any
communications with the Issuer as well as any public disclosures, public statements or other public communications, in each case relating to the Issuer, the Letter Agreement or the activities contemplated by the Letter Agreement (except to the
extent such disclosure, Mr. Strawbridge is required by a regulatory filing, but subject to the Letter Agreement); and (v) the conduct of any litigation or investigation related to the Issuer or the activities contemplated by the Letter Agreement so
long as, in each case, Mr. Strawbridge is not a party thereto; provided, however, that Management Company will not enter into any settlement or other agreement with the Issuer or its Board involving the governance of the Issuer (including board
composition) or the pursuit of a corporate transaction involving the Issuer without the consent of Mr. Strawbridge, unless the settlement or agreement includes the addition to the Issuers Board of directors designated by each party that are
reasonably acceptable to both parties to the Letter Agreement.
If the Management Company decides to nominate directors for election at
the Issuers 2018 Annual Meeting of Shareholders, the parties agreed to vote all Capital Stock with respect to which it has sole voting power in favor of the persons nominated by one or more affiliates of the Management Company to the Board of
Directors of the Issuer at the Issuers 2018 Annual Meeting of Shareholders in accordance with the Letter Agreement (the Actions), and in favor of any procedural actions or matters related to giving effect to the Actions or
required to effect the approval of the Actions (but in no event in contravention of any of the Actions). For purposes of this provision in the Letter Agreement, Mr. Strawbridge shall be deemed to have sole voting power of the Capital Stock held
by the Revocable Trust of George Strawbridge, Jr. dated January 21, 1991, as amended and restated on December 12, 2016 and as may be further amended from time to time. The Letter Agreement will terminate at the completion of the
Issuers 2018 Annual Meeting, unless earlier terminated by mutual agreement of the parties. A copy of the Letter Agreement is attached as Exhibit 1 and incorporated herein by reference.
Joint Filing Agreement
On August 9, 2018, the Reporting Persons entered into a Joint Filing Agreement pursuant to which they agreed to the joint filing on behalf of
each of them of this Schedule 13D (and any amendments thereto) with respect to the securities of the Issuer. Such Joint Filing Agreement is attached hereto as Exhibit 2.
Derivative Transactions
The Funds may, from time to time, enter into and dispose of cash-settled equity swap, stock-settled equity swap, option or other derivative
transactions with one or more counterparties that are based upon the value of shares of Capital Stock, which transactions may be significant in amount. The profit, loss and/or return on such contracts may be wholly or partially dependent on the
market value of the shares of Capital Stock.
Item 7. Material to be Filed as Exhibits
Exhibit
Number Description of Exhibits
1 Agreement, dated as of August 9, 2018, by and between Third Point LLC and George Strawbridge, Jr. 2 Joint Filing Agreement, dated as of August 9, 2018. 3 Power of Attorney, granted by Daniel S. Loeb in favor of William Song, and Joshua L. Targoff, dated July 26, 2016, that was previously filed with the SEC on July 26, 2016, as Exhibit 99.1 to the Form 3 filed by Third Point
LLC and Daniel S. Loeb with respect to Kadmon Holdings, LLC and is incorporated herein by reference.
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directors of the Issuer; provided, that, (x) if requested by Mr. Strawbridge, the Management Company will include the three potential designees previously suggested by
Mr. Strawbridge, subject to the completion of due diligence, including background checks and entry, if appropriate, into customary nomination agreements, and (y) the Management Company will designate the remaining designees subject to the
reasonable review of, including a review of background checks by Mr. Strawbridge; provided, that the Management Company will consider additional designee suggestions from Mr. Strawbridge; (ii) the making, revising or withdrawing of
any proposals to the Issuer regarding the conduct of its business, corporate governance matters (other than the designation of nominees for election to the Board of Directors of the Issuer), corporate transactions or otherwise; (iii) the
conduct or settlement of any proxy contest, consent solicitation or similar actions involving the Issuer (other than the designation of nominees for election to the Board of Directors of the Issuer); (iv) the manner, form, content and timing of any
communications with the Issuer as well as any public disclosures, public statements or other public communications, in each case relating to the Issuer, the Letter Agreement or the activities contemplated by the Letter Agreement (except to the
extent such disclosure, Mr. Strawbridge is required by a regulatory filing, but subject to the Letter Agreement); and (v) the conduct of any litigation or investigation related to the Issuer or the activities contemplated by the Letter Agreement so
long as, in each case, Mr. Strawbridge is not a party thereto; provided, however, that Management Company will not enter into any settlement or other agreement with the Issuer or its Board involving the governance of the Issuer (including board
composition) or the pursuit of a corporate transaction involving the Issuer without the consent of Mr. Strawbridge, unless the settlement or agreement includes the addition to the Issuers Board of directors designated by each party that are
reasonably acceptable to both parties to the Letter Agreement.
If the Management Company decides to nominate directors for election at
the Issuers 2018 Annual Meeting of Shareholders, the parties agreed to vote all Capital Stock with respect to which it has sole voting power in favor of the persons nominated by one or more affiliates of the Management Company to the Board of
Directors of the Issuer at the Issuers 2018 Annual Meeting of Shareholders in accordance with the Letter Agreement (the Actions), and in favor of any procedural actions or matters related to giving effect to the Actions or
required to effect the approval of the Actions (but in no event in contravention of any of the Actions). For purposes of this provision in the Letter Agreement, Mr. Strawbridge shall be deemed to have sole voting power of the Capital Stock held
by the Revocable Trust of George Strawbridge, Jr. dated January 21, 1991, as amended and restated on December 12, 2016 and as may be further amended from time to time. The Letter Agreement will terminate at the completion of the
Issuers 2018 Annual Meeting, unless earlier terminated by mutual agreement of the parties. A copy of the Letter Agreement is attached as Exhibit 1 and incorporated herein by reference.
Joint Filing Agreement
On August 9, 2018, the Reporting Persons entered into a Joint Filing Agreement pursuant to which they agreed to the joint filing on behalf of
each of them of this Schedule 13D (and any amendments thereto) with respect to the securities of the Issuer. Such Joint Filing Agreement is attached hereto as Exhibit 2.
Derivative Transactions
The Funds may, from time to time, enter into and dispose of cash-settled equity swap, stock-settled equity swap, option or other derivative
transactions with one or more counterparties that are based upon the value of shares of Capital Stock, which transactions may be significant in amount. The profit, loss and/or return on such contracts may be wholly or partially dependent on the
market value of the shares of Capital Stock.
Item 7. Material to be Filed as Exhibits
| Exhibit Number | Description of Exhibits | |
| 1 | Agreement, dated as of August 9, 2018, by and between Third Point LLC and George Strawbridge, Jr. | |
| 2 | Joint Filing Agreement, dated as of August 9, 2018. | |
| 3 | Power of Attorney, granted by Daniel S. Loeb in favor of William Song, and Joshua L. Targoff, dated July 26, 2016, that was previously filed with the SEC on July 26, 2016, as Exhibit 99.1 to the Form 3 filed by Third Point LLC and Daniel S. Loeb with respect to Kadmon Holdings, LLC and is incorporated herein by reference. | |
