UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 30, 2023 |
(Exact name of Registrant as Specified in Its Charter)
Delaware |
001-39299 |
86-1849232 |
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(State or Other Jurisdiction |
(Commission File Number) |
(IRS Employer |
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4 Overlook Point |
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Lincolnshire, Illinois |
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60069 |
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(Address of Principal Executive Offices) |
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(Zip Code) |
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Registrant’s Telephone Number, Including Area Code: (224) 737-7000 |
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(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
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Trading |
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Class A Common Stock, par value $0.0001 per share |
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ALIT |
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New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01 Entry into a Material Definitive Agreement.
On February 2, 2023, Alight, Inc. (the “Company” or “Alight”) entered into an amendment (the “First Amendment to the Investors Rights Agreement”) to the Investor Rights Agreement, dated as of July 2, 2021, by and among the Company, the Existing Investors and the Sponsor Investors (as such terms are defined in the Investor Rights Agreement) as of the date thereof (filed as Exhibit 10.3 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission (the “SEC”) on July 12, 2021). The First Amendment to the Investors Rights Agreement provides for an increase in the size of the Board of Directors (the “Board”) from eight (8) to ten (10) directors, with (i) one (1) director to be an additional jointly designated director (who shall be independent) by the Blackstone Designator and the Sponsor Designator (as such terms are defined in the First Amendment to the Investors Rights Agreement), such that the Blackstone Designator and the Sponsor Designator have the right to jointly designate two (2) directors to the Board as opposed to one (1) director in accordance with the terms of the Investor Rights Agreement and (ii) one (1) director to be nominated by the Board following consultation with the Blackstone Designator and the Sponsor Designator.
This summary is qualified in its entirety by reference to the text of the First Amendment to the Investor Rights Agreement, which is included as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of Denise Williams to the Board of Directors
On February 2, 2023, the Board increased the size of the Board from eight (8) to ten (10) members. Pursuant to the terms of the First Amendment to the Investors Rights Agreement, the Board elected Denise Williams to the Board on February 2, 2023, effective February 3, 2023. Ms. Williams has not been named to any committees of the Board at this time. Alight intends to further expand the number of independent directors on its Board in the coming quarters.
The Board determined that Ms. Williams is an independent director in accordance with the New York Stock Exchange listing standards and the Company’s independence guidelines, as set forth in its Corporate Governance Guidelines.
Ms. Williams will participate in the compensation program for independent directors as described under “Corporate Governance - Compensation of Directors” in Alight’s 2022 Notice of Annual Meeting and Proxy Statement, which was filed with the SEC on April 14, 2022.
There are no arrangements or understandings between Ms. Williams and any other person pursuant to which Ms. Williams was appointed to serve as a director. Ms. Williams has no family relationship with any director or executive officer of the Company, and she has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Alight’s press release announcing Ms. Williams’ appointment is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. References to Internet websites and social media sites in the press release are provided for convenience only. Information available through those websites and social media sites is not incorporated by reference into this Form 8-K.
Departure of Cathinka Wahlstrom
As previously reported, on January 16, 2023, Cathinka Wahlstrom, President and Chief Commercial Officer of Alight, and the Company mutually agreed that Ms. Wahlstrom would depart the Company effective January 31, 2023. In connection with her departure, the Company and Ms. Wahlstrom agreed on February 1, 2023 that subject to Ms. Wahlstrom’s non-revocation of a release of claims against the Company and continued compliance with any existing non-competition, non-solicitation, confidentiality, non-disparagement or other similar restrictive covenant agreements between the Ms. Wahlstrom and the Company (or any of its affiliates) (the “Release Agreement”): (i) Ms. Wahlstrom will receive severance benefits for a termination without cause in accordance with her employment agreement, dated as of January 4, 2021, which was filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on May 9, 2022; (ii) Ms. Wahlstrom will receive a lump-sum cash payment equal to $700,000 (which amount represents the annual bonus that the Company estimates Ms. Wahlstrom would have been eligible to receive for fiscal year 2022 if she had remained employed through the payment date, payable no later than March 15, 2023); (iii) Ms. Wahlstrom’s outstanding equity awards will continue to vest in accordance with their terms through March 31, 2023; (iv) Ms. Wahlstrom will be reimbursed for expenses incurred subsequent to her departure associated with the voluntary executive physical examination scheduled during her employment with the Company; and (v) Ms. Wahlstrom will be reimbursed up to $10,000 for all legal fees incurred in connection with the negotiation and drafting of the Release Agreement and related agreements.
In connection with her departure, Ms. Wahlstrom has agreed to assist the Company in an advisory capacity from February 1, 2023 until March 31, 2023 under the terms of a consulting agreement entered into with the Company on January 30, 2023 (the “Consulting Agreement”). During the term of the Consulting Agreement, Ms. Wahlstrom is entitled to receive a fixed fee of $2,500.00 per day (with services not to exceed 8 hours per day or one day per week, without prior approval). Any services provided in excess of the
anticipated consulting time shall be paid a rate of $312.50 per hour. Under the terms of the Consulting Agreement, the Company may terminate the Consulting Agreement without cause upon forty-five days’ written notice.
The foregoing descriptions of the Release Agreement and the Consulting Agreement do not purport to be complete and are qualified in their entirety by reference to the Release Agreement and Consulting Agreement, copies of which the Company intends to file with the SEC in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022.
Item 9.01 Financial Statements and Exhibits.
(d) |
Exhibits. |
EXHIBIT INDEX
Exhibit No. |
Description |
10.1 |
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99.1 |
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104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Alight, Inc. |
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Date: |
February 2, 2023 |
By: |
/s/ John A. Mikowski |
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John A. Mikowski, Executive Vice President, Deputy General Counsel and Assistant Corporate Secretary |
FIRST AMENDMENT
TO THE
INVESTOR RIGHTS AGREEMENT
This First Amendment to the Investor Rights Agreement (this “Amendment”), dated as of February 2, 2023, is entered into by and among Alight, Inc., a Delaware corporation (the “Company”), and the other parties hereto, with respect to the Investor Rights Agreement, dated as of July 2, 2021, by and among the Company and the other parties thereto (the “Agreement”). Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Agreement.
WHEREAS, pursuant to Section 5.3 of the Agreement, the Agreement may only be amended by the prior written consent of the Investors holding a majority of the Voting Securities then held by all Investors in the aggregate (the “Majority Holders”);
WHEREAS, pursuant to Section 5.3 of the Agreement, any modification or amendment to Section 2.1 and Section 2.2 of the Agreement requires the approval of the Blackstone Designator and the Sponsor Designator (together with the Majority Holders, the “Requisite Holders”);
WHEREAS, the Board desires to increase the Board size to ten (10) directors, with (i) one (1) director to be an additional jointly designated director (who shall be independent) by the Blackstone Designator and the Sponsor Designator, such that the Blackstone Designator and the Sponsor Designated have the right to jointly designate two (2) directors to the Board as opposed to one (1) director in accordance with the terms of the Agreement and (ii) one (1) director to be nominated by the Board following consultation with the Blackstone Designator and the Sponsor Designator (the “Board Nominated Director”);
WHEREAS, the Requisite Holders desire to consent to the expansion of the Board pursuant to Section 5.3 of the Agreement;
NOW, THEREFORE, the Requisite Holders and the Company hereby consent to, and agree that the Agreement is hereby amended, as follows:
1. Expansion of the Board. In accordance with Section 5.3 of the Agreement, the Requisite Holders hereby consent to the expansion of the Board to ten (10) Directors, which two additional seats are to be filled by a second Jointly Designated Director and the Board Nominated Director, in accordance with this Amendment.
2. Amendment of Section 2.2 of the Agreement and the term Jointly Designated Director.
It is the intention of the Company and the Requisite Holders that the Blackstone Designator and Cannae (or, if Cannae is no longer a party to the Agreement, the Sponsor Designator), have the right to (i) designate two (2) Directors jointly, as opposed to one (1) Director, in accordance with Section 2.2(a) of the Agreement, and (ii) consult with the Board prior to the Board appointing the Board Nominated Director.
Therefore, the Agreement is hereby amended such that:
(1) the term “Jointly Designated Director” and the definition thereof, as set forth and defined in Section 2.2 of the Agreement, are hereby deleted and replaced with the term “Jointly Designated Directors”;
(2) clause (i) of the first sentence of Section 2.2(a) is hereby deleted and replaced in its entirety with the following (setting forth the definition of the term Jointly Designated Directors and setting forth the Blackstone Designator’s consultation right with respect to the Board Nominated Director):
“(i) jointly with Cannae (or, if Cannae is no longer a party hereto, the Sponsor Designator), designate two (2) Directors, to be jointly designated as mutually agreed by the Blackstone Designator and Sponsor Designator, who shall be independent as required by the Securities and Exchange Commission and applicable listing exchange rules and regulations (such jointly designated directors, the “Jointly Designated Directors”) (subject to Section 2.2(c)) and consult with the Board prior to the Board appointing the tenth (10) director to the Board and”; and
(3) the first sentence of Section 2.2(b) of the Agreement is hereby deleted and replaced in its entirety with the following (setting forth the Sponsor Designator’s consultation right with respect to the Board Nominated Director)
“(i) jointly with the Blackstone Designator, designate the Jointly Designated Directors (subject to Section 2.2(c)) and consult with the Board prior to the Board appointing the tenth (10) director to the Board and”
In addition, the Agreement shall be amended such that all instances of the term Jointly Designated Director in the Agreement are hereby replaced with the term Jointly Designated Directors as defined in this Amendment and all singular derivations thereof in the Agreement are hereby replaced with the plural (including instances of the word nominee or director when referring to the Jointly Designated Directors).
3. Consultation. The Company hereby agrees that it shall, and shall take all actions to, to the fullest extent permitted by applicable Law, reasonably consult with the Blackstone Designator and the Sponsor Designator in connection with the selection, appointment and nomination of the director to fill the tenth (10th) seat on the Board prior to the selection of candidates to fill such seat or any presentation to the Board for approval of the appointment of such tenth (10th) director.
4. No Other Changes. This Amendment supersedes any prior or contemporaneous oral or written discussions as to the subject matter hereof. Except as expressly amended by this Amendment, the terms of the Agreement remain in full force and effect.
5. Continued Effectiveness. Except as expressly modified by this Amendment, the provisions of the Agreement are hereby ratified and confirmed and shall continue in full force and effect.
6. Governing Law. This Amendment shall be construed in accordance with and governed by the internal laws of the State of Delaware, and all rights and remedies shall be governed by such laws without regard to principles of conflict of laws.
7. Counterparts. This Amendment may be executed in two (2) or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.
[Signatures on following page]
IN WITNESS WHEREOF, the undersigned have executed this Amendment to be effective as of the date first set forth above.
COMPANY:
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ALIGHT, INC. |
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By: |
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/s/ Stephan Scholl |
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Name: Stephan Scholl Title: Chief Executive Officer |
BLACKSTONE INVESTORS (as the Blackstone Designator):
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BX TEMPO ML HOLDCO 1 L.P. |
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By: |
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BX Tempo ML Holdco 1 L.L.C., its general partner |
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By: |
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/s/ Christopher Striano |
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Name: Christopher Striano Title: President |
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BX TEMPO ML HOLDCO 2 L.P. |
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By: |
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BX Tempo ML Holdco 2 L.L.C., its general partner |
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By: |
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/s/ Christopher Striano |
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Name: Christopher Striano Title: President |
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SPONSOR INVESTORS (as the Sponsor Designator):
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CANNAE HOLDINGS LLC |
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By: |
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/s/ Bryan D. Coy |
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Name: Bryan D. Coy Title: Chief Financial Officer |
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Denise Williams Joins Alight, Inc. Board of Directors
Lincolnshire, Ill. – February 2, 2023 - Alight, Inc. (NYSE: ALIT), a leading cloud-based human capital technology and services provider, today announced that Denise Williams will join its Board of Directors (the “Board”), effective February 3, 2023. The Board elected Ms. Williams to be a director on February 2, 2023. Ms. Williams currently serves as chief people officer at FIS, a global leader in financial services technology.
With more than 25 years of experience, Ms. Williams has held human resources leadership roles across numerous market-leading organizations. Before joining FIS in 2016, Ms. Williams spent 15 years leading global human resources support teams at IBM, most recently serving as vice president of Human Resources, IBM North America. Ms. Williams previously held human resources roles at Alliance Bernstein, First Data, Avis and Coopers & Lybrand.
“As a seasoned human resources leader, Denise is uniquely qualified to provide Alight’s management team with insights and perspective as a key target buyer for Alight’s products, as well as advise Alight on its own people agenda,” said William P. Foley, chairman of Alight, Inc. “The Board will benefit greatly from Denise’s skillset, which will be particularly valuable as Alight continues to navigate its transformation centered on changing the employee experience through its platform and services.”
Ms. Williams earned her bachelor's degree from SUNY Albany and is a current member of organizations including the Human Resources Policy Association and the Center on Executive Compensation.
Alight intends to further expand the number of independent directors on its Board in the coming quarters.
About Alight Solutions
Alight is a leading cloud-based human capital technology and services provider that powers confident health, wealth, and wellbeing decisions for 36 million people and dependents. Our Alight Worklife® platform combines data and analytics with a simple, seamless user experience. Supported by our global delivery capabilities, Alight Worklife is transforming the employee experience for people around the world. With personalized, data-driven health, wealth, pay and wellbeing insights, Alight brings people the security of better outcomes and peace of mind throughout life’s big moments and most important decisions. Learn how Alight unlocks growth for organizations of all sizes at alight.com.
Investor Contact
Investor.Relations@alight.com
Media Contact
MacKenzie Lucas
mackenzie.lucas@alight.com