Xxxxxxxxxxx X. Xxxxx As a managing director of Legion Partners Asset Management and a managing member of Legion Partners Holdings, Xx. Xxxxx may be deemed the beneficial owner of the (i) 1,429,032 shares owned by Legion Partners I, (ii) 90,731 shares owned by Legion Partners II, and (iii) 184,476 shares owned by Legion Partners Special VII. Xxxxxxx Xxxxx As a managing director of Legion Partners Asset Management and a managing member of Legion Partners Holdings, Xx. Xxxxx may be deemed the beneficial owner of the (i) 1,429,032 shares owned by Legion Partners I, (ii) 90,731 shares owned by Legion Partners II, and (iii) 184,476 shares owned by Legion Partners Special VII. EXHIBIT D FORM OF PRESS RELEASE The Chefs’ Warehouse, Inc. Reaches Cooperation Agreement with Legion Partners Asset Management Ridgefield, CT, January 16, 2018 – The Chefs’ Warehouse, Inc. (the “Company”) (Nasdaq: CHEF), a premier distributor of specialty food products in the United States and Canada, announced today that it has entered into an agreement (the “Cooperation Agreement”) with Legion Partners Asset Management, LLC and certain of its affiliates (collectively, “Legion Partners”). Legion Partners beneficially owns approximately 6.0% of the Company’s outstanding common stock. Pursuant to the Cooperation Agreement, the Company has agreed to appoint two new independent directors, Xxxxxxxxx Xxxxxxx and Xxxxx X. Xxxxxxxxxx, to the Company’s Board of Directors on or prior to February 18, 2018, and to nominate Xx. Xxxxxxx and Xx. Xxxxxxxxxx at the Company’s 2018 and 2019 annual meetings of stockholders. In addition, Xx. Xxxxxxxxxx will join the Board’s Compensation and Human Capital Committee, Xx. Xxxxxxx will join the Board’s Audit Committee and one of the new directors will join the Board’s Nominating and Corporate Governance Committee. The Company has also agreed to reduce the size of the Board by one director at each of the 2018 and 2019 annual meetings of stockholders so that immediately following the 2019 annual meeting of stockholders, the Board will be fixed at 10 directors. In addition, pursuant to the Cooperation Agreement, Legion Partners has agreed to vote its shares in support of any director nominated and recommended by the Board at the Company’s 2018 and 2019 annual meetings of stockholders, in addition to certain customary standstill provisions and other voting agreements. The parties have also agreed to certain mutual non-disparagement obligations. “We are pleased to welcome Xxxxxxxxx and Xxxxx to the Chefs’ family. I am excited for us all to work together to maximize our future prospects and increase shareholder value,” said Xxxxxxxxxxx Xxxxxx, chairman and chief executive officer of The Chefs’ Warehouse, Inc. Xxxxxxxxxxx Xxxxx, Managing Director of Legion Partners, said, “The Chefs’ Warehouse has done a great job growing the business into what it is now and has a very exciting future ahead. We believe that Xxxxxxxxx and David’s skills and expertise will enhance the already very talented Board and management team.” About Xxxxxxxxx Xxxxxxx Xxxxxxxxx Xxxxxxx is currently Managing Director, valuation advisory and financial opinions at Xxxxx Xxxxxx Xxxx, LLC (“Xxxxx”) where she is responsible for originating and executing valuations, fairness opinions and other transaction related financial advisory services across industries. Prior to Xxxxx Xx. Xxxxxxx was director, financial advisory services at Xxxxxxxx Xxxxx, Inc. Xx. Xxxxxxx also previously held managerial positions at Ernst & Young LLP including partner in valuation and transaction advisory services.
Appears in 1 contract
Xxxxxxxxxxx X. Xxxxx As a managing director of Legion Partners Asset Management and a managing member of Legion Partners Holdings, Xx. Xxxxx may be deemed the beneficial owner of the (i) 1,429,032 559,919 shares owned by Legion Partners I, (ii) 90,731 108,856 shares owned by Legion Partners II, and (iii) 184,476 317,361 shares owned by Legion Partners Special VIIII. Xxxxxxx Xxxxx As a managing director of Legion Partners Asset Management and a managing member of Legion Partners Holdings, Xx. Xxxxx may be deemed the beneficial owner of the (i) 1,429,032 559,919 shares owned by Legion Partners I, (ii) 90,731 108,856 shares owned by Legion Partners II, and (iii) 184,476 317,361 shares owned by Legion Partners Special VIIII. EXHIBIT D C FORM OF PRESS RELEASE The Chefs’ WarehouseNews Release X.X. XXXXXX APPOINTS NEW INDEPENDENT BOARD MEMBER PITTSBURGH, Inc. Reaches Cooperation Agreement with Legion Partners Asset Management RidgefieldPA, CTFebruary 17, January 16, 2018 2016 – The Chefs’ Warehouse, Inc. X.X. Xxxxxx Company (the “Company”) (NasdaqNASDAQ: CHEFFSTR), a premier distributor of specialty food products in the United States and Canada, today announced today that it has entered into appointed Xxxxxxx X. Xxxx to its Board of Directors, effective February 12, 2016. Xx. Xxxx is also being appointed to the Compensation Committee and the Corporate Nomination and Governance Committee of the X.X. Xxxxxx Board. With the addition of Xx. Xxxx, the X.X. Xxxxxx Board will comprise nine directors, eight of whom are independent, and will reduce to eight directors at the 2016 Annual Meeting of Shareholders due to the retirement of an agreement (incumbent director under the “Cooperation Agreement”) with provisions of the Company’s Corporate Governance Guidelines. Xx. Xxxx, 32, is a founder of, and a Managing Director at, Legion Partners Asset Management, LLC and certain LLC, which, along with its affiliates, is a large shareholder of its affiliates the Company (collectively, “Legion Partners”). Prior to founding Legion Partners beneficially owns approximately 6.0% in 2011, Xx. Xxxx was an investment professional for Shamrock Capital Advisors, the alternative investment vehicle of the Company’s outstanding common stockDisney Family. Pursuant to Xx. Xxxx graduated from the Cooperation AgreementXxxxxxx School at the University of Pennsylvania with a Bachelor of Science degree in Economics and is a CFA. Since 2013, Xx. Xxxx has served on the Company has agreed to appoint two new independent directors, Xxxxxxxxx Xxxxxxx and Xxxxx X. Xxxxxxxxxx, to the Company’s Board of Directors of publicly-held RCM Technologies, Inc. and currently serves as Chairman of the Board. “We are pleased to welcome Xxxx to the X. X. Xxxxxx Board of Directors,” said Xxx Xxxxxx, Chairman of the Board. “We believe Brad’s investment background and public company Board experience will be beneficial to X.X. Xxxxxx and our shareholders as we continue to execute on or prior to February 18, 2018, our initiatives for creating shareholder value. I am particularly delighted with the confidence that Xxxx has in the Company and to nominate our shared vision of the future.” Xx. Xxxxxxx Xxxx stated, “I am honored to serve on the board of a global company with such high quality solutions that improve transportation and energy infrastructure. My recent conversations with X.X. Xxxxxx’x Board and senior management team have been encouraging and have only validated our beliefs about the quality and character of X.X. Xxxxxx’x Board and management team and the path that lies ahead. I believe we share many of the same priorities and are aligned in our commitment to creating value for all X.X. Xxxxxx shareholders. I look forward to working collaboratively with the rest of the X.X. Xxxxxx Board to build upon the solid foundation in place and position the Company to take advantage of opportunities to create value and reward shareholders.” Under the terms of an agreement between the Company and Legion Partners regarding the appointment of Xx. Xxxxxxxxxx at the Company’s 2018 and 2019 annual meetings of stockholders. In addition, Xx. Xxxxxxxxxx will join the Board’s Compensation and Human Capital Committee, Xx. Xxxxxxx will join the Board’s Audit Committee and one of the new directors will join the Board’s Nominating and Corporate Governance Committee. The Company has also agreed to reduce the size of the Board by one director at each of the 2018 and 2019 annual meetings of stockholders so that immediately following the 2019 annual meeting of stockholders, the Board will be fixed at 10 directors. In addition, pursuant to the Cooperation AgreementXxxx, Legion Partners has agreed to vote its their shares in support favor of any director nominated the election of X.X. Xxxxxx’x slate of directors at X.X. Xxxxxx’x 2016 Annual Meeting and recommended to abide by the Board at the Company’s 2018 and 2019 annual meetings of stockholders, in addition to certain customary standstill provisions and other voting agreementsprovisions. The parties have also agreed to certain mutual noncomplete agreement between X.X. Xxxxxx and Legion Partners will be filed in a Current Report on Form 8-disparagement obligations. “We are pleased to welcome Xxxxxxxxx K with the Securities and Xxxxx to the Chefs’ family. I am excited for us all to work together to maximize our future prospects and increase shareholder value,” said Xxxxxxxxxxx Xxxxxx, chairman and chief executive officer of The Chefs’ Warehouse, Inc. Xxxxxxxxxxx Xxxxx, Managing Director of Legion Partners, said, “The Chefs’ Warehouse has done a great job growing the business into what it is now and has a very exciting future ahead. We believe that Xxxxxxxxx and David’s skills and expertise will enhance the already very talented Board and management teamExchange Commission.” About Xxxxxxxxx Xxxxxxx Xxxxxxxxx Xxxxxxx is currently Managing Director, valuation advisory and financial opinions at Xxxxx Xxxxxx Xxxx, LLC (“Xxxxx”) where she is responsible for originating and executing valuations, fairness opinions and other transaction related financial advisory services across industries. Prior to Xxxxx Xx. Xxxxxxx was director, financial advisory services at Xxxxxxxx Xxxxx, Inc. Xx. Xxxxxxx also previously held managerial positions at Ernst & Young LLP including partner in valuation and transaction advisory services.
Appears in 1 contract
Samples: Agreement (Foster L B Co)
Xxxxxxxxxxx X. Xxxxx As a managing director of Legion Partners Asset Management and a managing member of Legion Partners Holdings, Xx. Xxxxx may be deemed the beneficial owner of the (i) 1,429,032 2,590,434 shares owned by Legion Partners I, (ii) 90,731 156,974 shares owned by Legion Partners II, and (iii) 184,476 630,923 shares owned by Legion Partners Special VIIXI and (iv) 300 shares owned by Legion Partners Holdings. Xxxxxxx Xxxxx As a managing director of Legion Partners Asset Management and a managing member of Legion Partners Holdings, Xx. Xxxxx may be deemed the beneficial owner of the (i) 1,429,032 2,590,434 shares owned by Legion Partners I, (ii) 90,731 156,974 shares owned by Legion Partners II, and (iii) 184,476 630,923 shares owned by Legion Partners Special VIIXI and (iv) 300 shares owned by Legion Partners Holdings. EXHIBIT D C FORM OF PRESS RELEASE The Chefs’ WarehouseRE: NN, Inc. Reaches 0000 Xxxxxx Xxxx Road Charlotte, NC 28177 FOR FURTHER INFORMATION: AT XXXXXXXXX MACGREGOR Xxxxxx Xxxxx (General info) (000) 000-0000 FOR IMMEDIATE RELEASE February [XX], 2019 NN, INC. EXPANDS ITS BOARD OF DIRECTORS Announces Cooperation Agreement with Legion Partners Asset Management RidgefieldAdds Two New Independent Directors, CTXxxx Xxxxxx and Xxxxxx Xxxxx, January 16With Capital Markets, 2018 Financial and Governance Expertise Company to Declassify Board by 2021 Annual Meeting Charlotte, NC, February [XX], 2019 – The Chefs’ WarehouseNN, Inc. Inc., (the “Company”NASDAQ: NNBR) a diversified industrial company, today announced that its board of directors has unanimously voted to expand its board by appointing Xxxx Xxxxxx, Founder & Chairman of Avante Capital Partners, and Xxxxxx Xxxxx, formerly Senior Vice President, Chief Financial Officer & Treasurer at Xxxxxx Corporation (Nasdaq: CHEFretired), a premier distributor as new independent directors, effective immediately. NN’s board will now be comprised of specialty food products nine directors, eight of whom are independent. Additionally, as part of its commitment to good corporate governance, the Company also announced that it will approve and recommend amendments to its Restated Certificate of Incorporation to implement the Company’s transition to annual elections for directors. Directors will be elected for one- year terms beginning with the 2019 class of directors. Later classes will also stand for one-year terms at subsequent annual meetings, and the board will be fully declassified by the 2021 Annual Meeting when the directors in the United States 2018 director class complete their elected terms. These initiatives follow constructive dialogue and Canada, announced today that it has entered into an agreement (the “Cooperation Agreement”) collaboration with Legion Partners Asset Management, Management LLC and certain of its affiliates (collectively, “Legion Partners”). Legion Partners beneficially owns approximately 6.0% of Today’s announcement reflects the Company’s outstanding common stockentry into an associated cooperation agreement between NN and affiliates of Legion Partners. Pursuant Xxxxxx Xxxxxxx, Non-Executive Chairman of the Board, said, “Our Governance Committee annually conducts a review of the board of directors and our corporate governance practices to the Cooperation Agreement, the Company has agreed to appoint two new independent directors, Xxxxxxxxx Xxxxxxx and Xxxxx X. Xxxxxxxxxx, to ensure alignment with the Company’s Board business objectives and commitment to driving shareholder value. Upon this year’s review, we decided that now is the right time to expand and declassify our board. We are delighted to welcome Xxxx and Xxxxxx, both highly-qualified directors, to NN’s board, adding enhanced expertise in capital markets, finance and governance, which we believe will benefit NN as we continue to execute our strategic plan.” Xxxxxxx Xxxxxx, President & Chief Executive Officer, commented, “I am pleased to have Xxxx and Xxxxxx join the board and look forward to working closely with them during this next phase of Directors our strategic evolution. With proven financial and capital markets experience, we believe that the additions of Xxxx and Xxxxxx will further drive NN toward our goal of enhancing performance through our balanced portfolio focused on or prior higher-growth end markets while continuing to February 18de-lever.” “The addition of Xxxx and Xxxxxx as independent directors will add valuable capital markets knowledge and fresh perspective to the board,” said Xxxxx Xxxxx, 2018Co-Founder and Managing Director of Legion Partners. “We applaud NN’s proposal to declassify its board, and to nominate bringing it up-to-date with governance best practices. These are positive developments for all NN shareholders.” Xx. Xxxxxxx and Xx. Xxxxxxxxxx Xxxxxx said, “I am excited to join the NN board at this key inflection point in the Company’s 2018 history. I look forward to working closely with the entire board and 2019 annual meetings of stockholders. In addition, management team to advance NN’s position as a leading diversified industrial company.” Xx. Xxxxxxxxxx will Xxxxx commented, “NN has undergone a significant transformation over the last five years, and I’m looking forward to helping guide the Company through this next chapter. I am pleased to join my fellow directors and the Board’s Compensation and Human Capital Committee, management team in helping NN execute on the compelling opportunities ahead.” Xx. Xxxxxxx will join Xxxxxx continued, “We are pleased to have worked constructively with Legion. NN routinely engages with all our shareholders and we always listen to their input and suggestions. Today’s announcement is a result of those ongoing discussions.” Under the Board’s Audit Committee and one terms of the new directors will join the Board’s Nominating cooperation agreement between NN and Corporate Governance Committee. The Company has also agreed to reduce the size of the Board by one director at each of the 2018 and 2019 annual meetings of stockholders so that immediately following the 2019 annual meeting of stockholders, the Board will be fixed at 10 directors. In addition, pursuant to the Cooperation AgreementLegion Partners, Legion Partners has agreed to vote its shares in support of any director nominated and recommended by the Board at the Company’s 2018 and 2019 annual meetings of stockholderscustomary standstill, in addition to certain customary standstill provisions voting and other voting agreementsprovisions. The parties have also agreed to certain mutual nonfull agreement with Legion Partners will be filed on a Current Report on Form 8-disparagement obligations. “We are pleased to welcome Xxxxxxxxx K with the Securities and Xxxxx to the Chefs’ family. I am excited for us all to work together to maximize our future prospects and increase shareholder value,” said Xxxxxxxxxxx Xxxxxx, chairman and chief executive officer of The Chefs’ Warehouse, Inc. Xxxxxxxxxxx Xxxxx, Managing Director of Legion Partners, said, “The Chefs’ Warehouse has done a great job growing the business into what it is now and has a very exciting future ahead. We believe that Xxxxxxxxx and David’s skills and expertise will enhance the already very talented Board and management teamExchange Commission.” About Xxxxxxxxx Xxxxxxx Xxxxxxxxx Xxxxxxx is currently Managing Director, valuation advisory and financial opinions at Xxxxx Xxxxxx Xxxx, LLC (“Xxxxx”) where she is responsible for originating and executing valuations, fairness opinions and other transaction related financial advisory services across industries. Prior to Xxxxx Xx. Xxxxxxx was director, financial advisory services at Xxxxxxxx Xxxxx, Inc. Xx. Xxxxxxx also previously held managerial positions at Ernst & Young LLP including partner in valuation and transaction advisory services.
Appears in 1 contract
Samples: Cooperation Agreement
Xxxxxxxxxxx X. Xxxxx As a managing director of Legion Partners Asset Management and a managing member of Legion Partners Holdings, Xx. Xxxxx may be deemed the beneficial owner of the (i) 1,429,032 472,908 shares owned by Legion Partners I, (ii) 90,731 19,117 shares owned by Legion Partners II, and (iii) 184,476 630,011 shares owned by Legion Partners Special VIII, and (iv) 100 shares owned by Legion Partners Holdings. Xxxxxxx Xxxxx As a managing director of Legion Partners Asset Management and a managing member of Legion Partners Holdings, Xx. Xxxxx may be deemed the beneficial owner of the (i) 1,429,032 472,908 shares owned by Legion Partners I, (ii) 90,731 19,117 shares owned by Legion Partners II, and (iii) 184,476 630,011 shares owned by Legion Partners Special VIII, and (iv) 100 shares owned by Legion Partners Holdings. EXHIBIT D B FORM OF PRESS RELEASE The Chefs’ WarehouseFOR IMMEDIATE RELEASE Edgewell Personal Care Appoints Xxxxxx Xxxxxx and Xxxxxx Xxxxx to the Company’s Board of Directors Shelton, Inc. Reaches Cooperation Agreement with Legion Partners Asset Management Ridgefield, CT, January 16Conn. - October 29, 2018 – The Chefs’ Warehouse, Inc. - Edgewell Personal Care Company (NYSE: EPC) (“Edgewell” or “the “Company”) (Nasdaq: CHEF)today announced that the Company's Board of Directors has appointed Xxxxxx Xxxxxx and Xxxxxx Xxxxx to the Board, a premier distributor and nominated Xx. Xxxxxx and Mr. Black to stand for election at the Company’s 2019 annual meeting. The appointment of specialty food products Xx. Xxxxxx and Xx. Xxxxx follows the Company’s appointment of five new directors over the last three years, including two additions in September 2018. With the United States and Canadaaddition of the two new independent directors, the Edgewell Board has expanded from ten to twelve directors, all of whom are independent except for the Chief Executive Officer. In conjunction with today’s actions, the Company also announced today that it has entered into an agreement (the “Cooperation Agreement”) with Legion Partners Asset Management, Management LLC and certain of its affiliates (collectively, “Legion Partners”). Legion Partners beneficially owns approximately 6.0% of the Company’s outstanding common stock. Pursuant to the Cooperation Agreement, the Company has agreed to appoint two new independent directors, Xxxxxxxxx Xxxxxxx and Xxxxx X. Xxxxxxxxxx, to the Company’s Board of Directors on or prior to February 18, 2018, and to nominate Xx. Xxxxxxx and Xx. Xxxxxxxxxx at the Company’s 2018 and 2019 annual meetings of stockholders. In addition, Xx. Xxxxxxxxxx will join the Board’s Compensation and Human Capital Committee, Xx. Xxxxxxx will join the Board’s Audit Committee and one of the new directors will join the Board’s Nominating and Corporate Governance Committee. The Company has also agreed to reduce the size of the Board by one director at each of the 2018 and 2019 annual meetings of stockholders so that immediately following the 2019 annual meeting of stockholders, the Board will be fixed at 10 directors. In addition, pursuant to the Cooperation Agreement, Legion Partners has agreed to vote its shares in support of any director nominated and recommended by the Board at the Company’s 2018 and 2019 annual meetings of stockholders, in addition to certain customary standstill provisions and other voting agreements. The parties have also agreed to certain mutual non-disparagement obligations. “We are pleased to welcome Xxxxxxxxx have reached this constructive outcome and Xxxxx look forward to benefiting from the Chefs’ family. I am excited for us all digital, e-commerce, innovation and international business expertise that Xxxxxx and Xxx bring to work together to maximize our future prospects and increase shareholder valueBoard,” said Xxxxxxxxxxx XxxxxxXxxxx Xxxxxxxx, chairman Edgewell’s Chief Executive Officer, President and chief executive officer Chairman of The Chefs’ Warehousethe Board. “Our Board and management are focused on our previously-announced initiatives to reduce costs, Inc. Xxxxxxxxxxx drive growth and position Edgewell as a stronger competitor across our categories, and will continue to take actions that are in the best interests of the Company and all of its shareholders.” Xxxxx Xxxxx, Co-Founder and Managing Director of Legion Partners, said, “The Chefs’ Warehouse has done a great job growing the business into what it is now and Edgewell has a very exciting future aheadvaluable portfolio of brands with enormous potential. We believe are pleased to have engaged with the Board to reach a resolution that Xxxxxxxxx implements important corporate governance initiatives and David’s skills adds new independent directors who will help the Company navigate the current market conditions and expertise will enhance the already very talented Board and management teampursue our shared goal of enhancing shareholder value.” About Xxxxxxxxx Xxxxxxx Xxxxxxxxx Xxxxxxx is currently Managing DirectorAs part of the agreement, valuation advisory Legion Partners has agreed to abide by certain customary standstill provisions and financial opinions to support the Edgewell Board’s slate of nominees at Xxxxx Xxxxxx Xxxxthe 2019 Annual Meeting. The Company has agreed to implement a director resignation policy in connection with its majority voting standard and will evaluate whether it would be in the best interests of the Company to reincorporate in Delaware. The complete agreement will be included as an exhibit to a Current Report on Form 8-K, LLC (“Xxxxx”) where she is responsible for originating which will be filed with the Securities and executing valuations, fairness opinions and other transaction related financial advisory services across industries. Prior to Xxxxx Xx. Xxxxxxx was director, financial advisory services at Xxxxxxxx Xxxxx, Inc. Xx. Xxxxxxx also previously held managerial positions at Ernst & Young LLP including partner in valuation and transaction advisory servicesExchange Commission.
Appears in 1 contract
