Page 15 of 20 – SEC Filing The following constitutes Amendment No. 4 to the Schedule 13D filed by the undersigned (“Amendment No. 4”). This Amendment No. 4 amends the Schedule 13D, as specifically set forth herein. Item 2. Identity and Background.
Item 2 is hereby amended to add the following: In connection with the Settlement Agreement defined and described in Item 4 below, the Reporting Persons are no longer members of the Section 13(d) group and shall cease to be Reporting Persons immediately after the filing of this Amendment No. 4. Item 3. Source and Amount of Funds or Other Consideration.
Item 3 is hereby amended to add the following: The Shares purchased by Mr. Keating were purchased in the open market with personal funds. The aggregate purchase price of the 6,500 Shares owned directly by Mr. Keating is approximately $32,265, excluding brokerage commissions. Item 4. Purpose of Transaction.
Item 4 is hereby amended to add the following: On May 26, 2016, Engaged Capital Master I, Engaged Capital Master II, Engaged Capital I, Engaged Capital Offshore, Engaged Capital II, Engaged Capital Offshore II, Engaged Capital, Engaged Holdings, Mr. Welling (each, an “Engaged Party” and collectively, the “Engaged Parties”) and the Issuer entered into a settlement agreement (the “Settlement Agreement”). The following description of the Settlement Agreement is qualified in its entirety by reference to the Settlement Agreement, which is attached as Exhibit 99.1 hereto and is incorporated herein by reference. Pursuant to the terms of the Settlement Agreement, the Issuer agreed, among other things: (i) to appoint each of Camillo Martino and Melvin L. Keating as observers to the Issuer’s Board of Directors (the “Board”), subject to certain limitations, until the time of the Issuer’s 2016 Annual Meeting of Stockholders (the “Annual Meeting”); (ii) to nominate and solicit proxies for the election of Mr. Martino as an independent director in the same manner as for the Company’s other nominees standing for election to the Board at the Annual Meeting; (iii) to, immediately following the Annual Meeting, increase the size of the Board to eight (8) members and appoint Mr. Keating (together with Mr. Martino, the “New Directors” and each, a “New Director”) as a new independent member of the Board; and (iv) to, after the election or appointment of the New Directors, appoint each New Director to the Board’s Strategic Review Committee overseeing the Issuer’s review of strategic alternatives. Additionally, if either New Director (x) is unable to serve as a director or resigns prior to the end of the Standstill Period (described below), and (y) the aggregate ownership of the Engaged Parties falls below 5% of the Shares outstanding (as adjusted for stock splits, reclassifications, and other similar adjustments) (the “Minimum Ownership Threshold”), then the Engaged Parties will designate a replacement person(s), who is not an employee or former employee of any Engaged party, but who is reasonably acceptable to the Board and meets certain independence criteria. If the Engaged Parties ownership of Shares does not fall below the Minimum Ownership Threshold, then they lose their power to replace either New Director. The Issuer also agreed that the Board will not cause itself to consist of more than ten (10) directors during the term of the Settlement Agreement. The Engaged Parties also agreed to withdraw their notice of intent to nominate directors at the Annual Meeting and, if Institutional Shareholder Services concurs, to vote in accordance with the Board’s recommendations on certain ordinary business matters at the Annual Meeting. However, Engaged Capital retained its right to vote in its sole discretion on certain matters, including those related to extraordinary transactions and the implementation by the Issuer of takeover defenses.
The following constitutes Amendment No. 4 to the Schedule 13D filed by the undersigned (“Amendment No. 4”). This Amendment No. 4 amends the Schedule 13D, as specifically set forth herein.
| Item 2. | Identity and Background. |
Item 2 is hereby amended to add the following:
In connection with the Settlement Agreement defined and described in Item 4 below, the Reporting Persons are no longer members of the Section 13(d) group and shall cease to be Reporting Persons immediately after the filing of this Amendment No. 4.
| Item 3. | Source and Amount of Funds or Other Consideration. |
Item 3 is hereby amended to add the following:
The Shares purchased by Mr. Keating were purchased in the open market with personal funds. The aggregate purchase price of the 6,500 Shares owned directly by Mr. Keating is approximately $32,265, excluding brokerage commissions.
| Item 4. | Purpose of Transaction. |
Item 4 is hereby amended to add the following:
On May 26, 2016, Engaged Capital Master I, Engaged Capital Master II, Engaged Capital I, Engaged Capital Offshore, Engaged Capital II, Engaged Capital Offshore II, Engaged Capital, Engaged Holdings, Mr. Welling (each, an “Engaged Party” and collectively, the “Engaged Parties”) and the Issuer entered into a settlement agreement (the “Settlement Agreement”). The following description of the Settlement Agreement is qualified in its entirety by reference to the Settlement Agreement, which is attached as Exhibit 99.1 hereto and is incorporated herein by reference.
Pursuant to the terms of the Settlement Agreement, the Issuer agreed, among other things: (i) to appoint each of Camillo Martino and Melvin L. Keating as observers to the Issuer’s Board of Directors (the “Board”), subject to certain limitations, until the time of the Issuer’s 2016 Annual Meeting of Stockholders (the “Annual Meeting”); (ii) to nominate and solicit proxies for the election of Mr. Martino as an independent director in the same manner as for the Company’s other nominees standing for election to the Board at the Annual Meeting; (iii) to, immediately following the Annual Meeting, increase the size of the Board to eight (8) members and appoint Mr. Keating (together with Mr. Martino, the “New Directors” and each, a “New Director”) as a new independent member of the Board; and (iv) to, after the election or appointment of the New Directors, appoint each New Director to the Board’s Strategic Review Committee overseeing the Issuer’s review of strategic alternatives. Additionally, if either New Director (x) is unable to serve as a director or resigns prior to the end of the Standstill Period (described below), and (y) the aggregate ownership of the Engaged Parties falls below 5% of the Shares outstanding (as adjusted for stock splits, reclassifications, and other similar adjustments) (the “Minimum Ownership Threshold”), then the Engaged Parties will designate a replacement person(s), who is not an employee or former employee of any Engaged party, but who is reasonably acceptable to the Board and meets certain independence criteria. If the Engaged Parties ownership of Shares does not fall below the Minimum Ownership Threshold, then they lose their power to replace either New Director. The Issuer also agreed that the Board will not cause itself to consist of more than ten (10) directors during the term of the Settlement Agreement. The Engaged Parties also agreed to withdraw their notice of intent to nominate directors at the Annual Meeting and, if Institutional Shareholder Services concurs, to vote in accordance with the Board’s recommendations on certain ordinary business matters at the Annual Meeting. However, Engaged Capital retained its right to vote in its sole discretion on certain matters, including those related to extraordinary transactions and the implementation by the Issuer of takeover defenses.
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