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): April 11, 2023
Purple Innovation, Inc.
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 001-37523 | 47-4078206 | ||
| (State of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| 4100 North Chapel Ridge Rd., Suite 200 | ||
| Lehi, Utah | 84043 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: (801) 756-2600
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☒ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencements communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| The Stock Market LLC | ||||
| The Stock Market LLC |
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 8.01 OTHER EVENTS
On April 11, 2023, Purple Innovation, Inc., a Delaware corporation (the “Company”), and Coliseum Capital Management, LLC, a Delaware limited liability company (“Coliseum”), entered into a binding memorandum of understanding (the “MOU”) in connection with the previously disclosed action entitled Coliseum Capital Management, LLC v. DiCamillo et al., C.A. No. 2023-0220-PAF (the “Action”) and contested solicitation of proxies with respect to the election of directors at the Company’s 2023 annual meeting of stockholders (the “Contested Solicitation”). The parties have agreed to work in good faith toward execution of a definitive cooperation agreement in connection with the foregoing to resolve the Action and Contested Solicitation. A copy of the MOU is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
On April 13, 2023, the Company issued a press release addressing the MOU. A copy of the Company’s press release is attached as Exhibit 99.2 to this Current Report on Form 8-K and incorporated herein by reference.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits:
| Exhibit Number |
Description | |
| 99.1 | Memorandum of Understanding dated April 11, 2013 | |
| 99.2 | Press Release issued by the Company on April 13, 2023 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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.
| Dated: April 13, 2023 |
PURPLE INNOVATION, INC. | |
| By: | /s/ Casey K. McGarvey | |
| Casey K. McGarvey | ||
| Chief Legal Officer, Secretary | ||
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Exhibit 99.1
EXECUTION VERSION
MEMORANDUM OF UNDERSTANDING
This Memorandum of Understanding (“MOU”) is entered into this 11th day of April 2023, by and among the undersigned parties and sets forth the material terms and conditions under which the parties have agreed to settle the action entitled Coliseum Capital Management, LLC v. Paul Zepf et al., C.A. No. 2023-0220-PAF (the “Action”).
| 1. | The parties agree to settle the Action (the “Settlement”) on the terms set forth in the attached Annex A (the “Term Sheet”). |
| 2. | Upon execution and delivery of this MOU, the parties shall work together in good faith, using reasonable best efforts to prepare and enter into, as promptly as practicable after the date hereof (and in no event later than Wednesday, April 19, 2023), a cooperation agreement (the “Cooperation Agreement”) embodying the material terms set forth in the Term Sheet and containing other customary settlement terms. |
| 3. | Upon execution of this MOU, the parties shall take the necessary steps to stay any further litigation of the Action and jointly request that the trial be adjourned. |
| 4. | By entering into this MOU, the parties make no admission of liability or of any form of wrongdoing whatsoever, and the Cooperation Agreement will expressly provide that the parties make no admission of liability or any form of wrongdoing whatsoever. |
| 5. | This MOU and the Term Sheet and any dispute arising out of or relating in any way to this MOU or the Term Sheet shall be governed by and construed in accordance with the laws of the state of Delaware, without regard to conflict of laws principles. |
| 6. | This MOU may be modified or amended only by a writing, signed by counsel for the Settling Parties, that refers specifically to this MOU. |
| 7. | If any provision of this MOU is held to be illegal, invalid or otherwise unenforceable under any present or future laws, such provision(s) shall be fully severable and shall in no way affect the validity or enforceability of this MOU or any other provision of this MOU. |
| 8. | This MOU is intended by the Parties hereto to be a binding agreement to use their reasonable best efforts to prepare and enter into the Cooperation Agreement embodying the material terms set forth in the Term Sheet and containing other customary settlement terms. |
| 9. | This MOU may be executed in counterparts, including by electronic means, and as so executed shall constitute one agreement. |
| Potter Anderson & Corroon LLP | |
| OF COUNSEL: | /s/ Michael A. Pittenger |
| Michael A. Pittenger (#3212) | |
| Maeve L. O’Connor | Berton W. Ashman, Jr. (#4681) |
| Laurah J. Samuels | Matthew F. Davis (#4696) |
| Molly Baltimore Maas | Callan R. Jackson (#6292) |
| DEBEVOISE & PLIMPTON LLP | Justin T. Hymes (#6671) |
| 66 Hudson Boulevard | 1313 North Market Street |
| New York, New York 10001 | Hercules Plaza, 6th Floor |
| (212) 909-6000 | Wilmington, Delaware 19801 |
| (302) 984-6000 | |
| Attorneys for Plaintiffs |
| Morris, Nichols, Arsht & Tunnell LLP | |
| OF COUNSEL: | /s/ William M. Lafferty |
| William M. Lafferty (#2755) | |
| Andrew W. Stern | Susan W. Waesco (#4476) |
| Nicholas P. Crowell | Kevin M. Coen (#4775) |
| SIDLEY AUSTIN LLP | Sara Barry (#6703) |
| 787 Seventh Avenue | Sebastian Van Oudenallen (#6952) |
| New York, NY 10019 | 1201 N. Market Street |
| (212) 839-5300 | Wilmington, DE 19801 |
| (302) 658-9200 | |
| Jaime A. Bartlett | Attorneys for Defendants |
| SIDLEY AUSTIN LLP | |
| 555 California Street, Suite 2000 | |
| San Francisco, CA 94104 | |
| (415) 772-1200 |
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EXECUTION VERSION - April 11, 2023
Purple Innovation, Inc.
Cooperation Agreement Term Sheet
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| Poison Pill Termination | ● | Upon execution and delivery of the Cooperation Agreement, the Company would terminate the stockholder rights agreement adopted on September 25, 2022 and would agree not to adopt a new stockholder rights agreement without Coliseum’s prior consent. |
| Preferred Stock Redemption | ● | Upon execution and delivery of the Cooperation Agreement, the Company would redeem the “Proportional Representation Preferred Linked Stock” (the “Preferred Stock”) and would agree not to issue any similar security or take any other action that would change the stockholder voting standards from those in effect prior to the issuance of the Preferred Stock. |
| Litigation | ● | Upon execution and delivery of the Cooperation Agreement, Coliseum would voluntarily dismiss the litigation captioned “Coliseum Capital Management, LLC et al. v. Paul Zepf et al.,” inclusive of all amended pleadings filed therein, in the Delaware Court of Chancery. |
| ● | Each of the parties would release the other parties from all claims against the other prior to the date of the Cooperation Agreement arising from the facts underlying the captioned litigation. | |
| Future Transactions | ● | In addition to any other votes required by law, Coliseum would commit to condition any proposal to acquire the Company on the approval of both (i) a special committee of directors who are independent and disinterested under Delaware law and (ii) holders of a majority of the Company’s outstanding common stock not beneficially owned by Coliseum. |
| Announcement | ● | A public statement by the Company announcing the Cooperation Agreement would be in a form agreed between the Company and Coliseum. |
| Termination Date | ● | The Cooperation Agreement would terminate the day following the date on which the 2024 AGM is held (the “Termination Date”). |
| Subscription Agreement | ● | For the avoidance of doubt, Coliseum’s rights under that certain Subscription Agreement dated February 1, 2018 among the Company (f/k/a Global Partner Acquisition Corp.), Global Partner Sponsor I LLC, Coliseum Capital Partners, L.P. and Blackwell Partners LLC – Series A would not be deemed waived, amended or affected by the Cooperation Agreement. |
| Expenses | ● | Upon execution and delivery of the Cooperation Agreement, the Company would reimburse Coliseum’s fees and expenses incurred in the litigation up to a cap of $4 million, subject to the Company and Coliseum agreeing on payment terms consistent with the Company’s existing covenants. |
| Non-binding | ● | This term sheet is for discussion purposes only and shall not be binding on any party, now or in the future. Any legally binding obligations related hereto shall be set forth solely in a duly executed and delivered Cooperation Agreement, if and when such agreement is executed and delivered by all parties thereto. |
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PURPLE INNOVATION, INC. LEAD INDEPENDENT DIRECTOR CHARTER 1
This Lead Independent Director Charter (this “Charter”) has been adopted by the Board of Directors (the “Board”) in connection with its oversight of the management and business affairs of Purple Innovation, Inc. (the “Company”). The independent members of the Board shall appoint from among their number a Lead Independent Director. On the date of adoption of this Charter, Mr. Gary DiCamillo has been appointed as, and shall continue as, the Lead Independent Director. The Lead Independent Director shall perform such duties as described in this Charter and such other duties as determined from time to time by the Board.
| 1. | Authority and Responsibilities. The Lead Independent Director shall have the following authority and responsibilities: |
| a. | In the event the Chairman has been determined by the Board not to be independent of the Company or disinterested as to a matter in question, presides at meetings or “executive sessions” of the independent directors; |
| b. | Presides at meetings of the Board in the absence or recusal of the Chairman or upon the request of the Chairman; |
| c. | In coordination with the Chairman and the CEO, serves as a liaison to stockholders who request direct communications and consultation with the Lead Independent Director or otherwise delegates such task to an appropriate member of the Board based on the circumstances; and |
| d. | Performs such other duties as the Board may from time to time delegate. |
| 2. | General. While this Charter should be interpreted in the context of applicable laws, regulations and listing requirements, as well as in the context of the Company’s Amended and Restated Certificate of Incorporation, as amended, and By-Laws, it is not intended to establish by its own force any legally binding obligations. |
Approved by the Board on April [ ], 2023.
| 1 | Note: References in the current Corporate Governance Guidelines to “Lead Independent Director” would be deleted and instead the Corporate Governance Guidelines would add a reference to this Charter. |
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Appendix
4. Standstill. Prior to the Termination Date, except as otherwise provided in the Cooperation Agreement and the below provisos, without approval by a majority of the directors who are independent of Coliseum and disinterested as to the matter in question (“Disinterested Director Approval”), Coliseum shall not, directly or indirectly:
(a) (i) acquire, offer or seek to acquire, agree to acquire or acquire rights to acquire (except by way of stock dividends or other distributions or offerings made available to holders of Voting Securities of the Company generally on a pro rata basis), directly or indirectly, whether by purchase, tender or exchange offer, through the acquisition of control of another person, through swap or hedging transactions or otherwise, any additional Voting Securities of the Company (other than through a broad-based market basket or index) or any voting rights decoupled from the underlying Voting Securities; or (ii) sell its shares of Common Stock, other than in open market sale transactions where the identity of the purchaser is not known and in underwritten widely dispersed public offerings or in a transaction in which the purchaser agrees to be bound by the provisions of this Section 4; provided that the foregoing shall not restrict any acquisition of securities directly from the Company.
(b) (i) other than pursuant to the process set forth in Section 2, nominate, recommend for nomination or give notice of an intent to nominate or recommend for nomination a person for election at any Stockholder Meeting at which the Company’s directors are to be elected; (ii) knowingly initiate, encourage or participate in any solicitation of proxies in respect of any election contest or removal contest with respect to the Company’s directors; (iii) submit, initiate, make or be a proponent of any stockholder proposal for consideration at, or bring any other business before, any Stockholder Meeting; (iv) knowingly initiate, encourage or participate in any solicitation of proxies in respect of any stockholder proposal for consideration at, or other business brought before, any Stockholder Meeting; or (v) knowingly initiate, encourage or participate in any “withhold” or similar campaign with respect to any Stockholder Meeting;
(c) form or join any Section 13 “group” with respect to any Voting Securities of the Company, including in connection with any election or removal contest with respect to the Company’s directors or any stockholder proposal or other business brought before any Stockholder Meeting;
(d) seek publicly, alone or in concert with others, to amend any provision of the Company’s Second Amended and Restated Certificate of Incorporation (as amended from time to time, the “Charter”) or Amended and Restated Bylaws (as amended from time to time, the “Bylaws”);
(e) (i) make any public proposal with respect to or (ii) make any public statement or otherwise publicly seek to encourage, advise or assist any person in so publicly encouraging or advising with respect to: (A) any change in the number or term of directors serving on the Board or the filling of any vacancies on the Board, (B) any change in the capitalization or dividend policy of the Company, (C) any other change in the Company’s management, governance, corporate structure, affairs or policies, (D) any Extraordinary Transaction, (E) causing a class of securities of the Company to be delisted from, or to cease to be authorized to be quoted on, any securities exchange or (F) causing a class of equity securities of the Company to become eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act (the term “Extraordinary Transaction” means any tender offer, exchange offer, merger, consolidation, acquisition, business combination, sale, recapitalization, restructuring or other transaction with a Third Party that, in each case, results in a change in control of the Company or the sale of substantially all of its assets; provided, however, that solely for the purposes of the foregoing decision, Coliseum shall be deemed not to have control of the Company as of this Agreement);
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provided, however, that
(i) the restrictions in this Section 4 shall not prevent Coliseum from (a) making any factual statement as required by applicable legal process, subpoena or legal requirement from any governmental authority with competent jurisdiction over the party from whom information is sought (so long as such request did not arise at the initiative of Coliseum); or (b) making any confidential communication to the Company that would not be reasonably expected to trigger public disclosure obligations for any person; or (c) making any request on a non-public basis for Disinterested Director Approval of a waiver of any provisions of this Section 4; or (d) exercising or enforcing its rights under the Cooperation Agreement or the Subscription Agreement;
(ii) the restrictions in this Section 4 shall not restrict Coliseum from tendering shares, receiving payment for shares or otherwise participating in any such transaction on the same basis as the other stockholders of the Company or from participating in any such transaction that has received Disinterested Director Approval, subject to the other terms of the Cooperation Agreement; and
(iii) the restrictions in this Section 4 shall not restrict any director of the Company from taking any action in his or her capacity as a director of the Company (including as a member of any committee of the Board), including the exercise of fiduciary duties to the Company or its stockholders.
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Exhibit 99.2
Purple Innovation Announces Cooperative Framework with Coliseum Capital
Company to Welcome New Directors to Board
Adam Gray to Serve as Board Chair
Gary DiCamillo to Continue to Serve as Lead Independent Director
Company Will Redeem Cumulative Voting Proportional Representation Preferred Linked Stock
LEHI, Utah – April 13, 2023 – Purple Innovation, Inc. (NASDAQ: PRPL) (“Purple” or the “Company”), a comfort innovation company known for creating the “World's First No Pressure® Mattress,” today announced that it has entered into a binding Memorandum of Understanding to establish a cooperative governance framework (the “Planned Cooperation Agreement”) with Coliseum Capital Management, LLC (together with its managed funds and accounts, “Coliseum”), the largest stockholder of the Company owning approximately 44% of its common stock.
Under the terms of the Planned Cooperation Agreement, which is anticipated to be executed promptly, the Purple Board of Directors (the “Board”) will be reconstituted to consist of eight directors. Five of the directors currently serve on the Board: Adam Gray, CEO Robert T. DeMartini, Gary T. DiCamillo, Claudia Hollingsworth and Dawn Zier. The three additional directors who will join were previously nominated by Coliseum in connection with the Company’s 2023 annual meeting of stockholders (the “2023 Annual Meeting”): S. Hoby Darling, R. Carter Pate and Erika Serow. Mr. Gray will become Board Chair, while Mr. DiCamillo will continue to serve as Lead Independent Director and will become Chair of the Nomination and Governance Committee.
Concurrently, Paul Zepf and Pano Anthos will resign as directors of the Company. Scott Peterson, who is a significant stockholder and has served as Board Observer since Purple’s September 2022 acquisition of Intellibed, will be a nominee on the Board’s slate of directors at the 2023 Annual Meeting in place of Dawn Zier, who previously announced her intention not to stand for reelection. The Company will recommend that stockholders vote in favor of its eight-person Board slate at its 2023 Annual Meeting. Coliseum has committed to vote in favor of the Company’s slate of directors.
Mr. DiCamillo said, “We are pleased to reach this agreement with Coliseum and share its enthusiasm in positioning the Company to fully focus on its business and generating value on behalf of all stakeholders. We also appreciate our longstanding partnership with Adam, the significant contributions he has made and his unwavering support of management.” Mr. DiCamillo continued, “Hoby, Carter, Erika and Scott are all highly credentialed, collaborative leaders who together bring significant experience helping to transform and scale companies. We are confident Purple will benefit from their fresh perspectives and skillsets.”
Mr. Gray added, “Throughout his first 16 months as CEO, Rob has demonstrated strong command for the business, inspiring Coliseum to invest meaningfully in support of the transformative vision he has established, the team he is building, and the key strategic and operating priorities he has pursued. I remain energized and excited to work alongside my director colleagues, both incumbent and new, to help Purple navigate its path towards maximizing value for all stockholders. Coliseum has been a supportive investor in Purple for as long as it has been a public company, and we are confident that our continued long-term, constructive engagement will benefit the Company and all of its stockholders.”
Mr. DiCamillo concluded, “On behalf of the entire Board, I would like to thank Paul and Pano for their service as directors of Purple. We are especially grateful for the sage advice and contributions of Paul, who has helped to spearhead the Company through its evolution since entering the public market in 2018. We believe the Company is well positioned to execute on our ‘path to premium’ strategy to drive sustainable growth.”
As part of the Planned Cooperation Agreement, Purple will redeem the shares of Proportional Representation Preferred Linked Stock that were previously distributed as a dividend on shares of Purple common stock and terminate its stockholder rights agreement. In addition, the Special Committee of the Board formed in September 2022 will be dissolved. Further, Coliseum will dismiss its litigation against the Company and has agreed to a customary standstill and other terms lasting through the Company’s 2024 annual meeting of stockholders, including a commitment not to exceed 44.7% ownership of the Company, subject to certain exceptions. The Memorandum of Understanding and, once it is finalized, the Cooperation Agreement between Purple and Coliseum, will be filed on a Current Report on Form 8-K with the U.S. Securities and Exchange Commission.
Sidley Austin LLP and Morris, Nichols, Arsht & Tunnell LLP are acting as legal advisors to Purple. Debevoise & Plimpton LLP and Potter Anderson & Corroon LLP are acting as legal advisors to Coliseum.
About S. Hoby Darling
Mr. Darling has held several executive roles at Logitech International (NASDAQ: LOGI), including most recently as Head of its Sports and Human Performance business group. He was previously President, Chief Executive Officer and a member of the Board of Directors of Skullcandy (NASDAQ: SKUL), a leading consumer audio and technology company. Prior to joining Skullcandy, Mr. Darling held several senior roles at Nike, Inc. (NYSE: NKE), including as Global General Manager of Nike+ Digital Sport and as Head of Strategy and Planning for Nike Affiliates. Prior to Nike, he served as SVP, Strategic Development and General Counsel, at Volcom, Inc. (NASDAQ: VLCM), a leading manufacturer and marketer of consumer lifestyle products. Mr. Darling began his career as a corporate attorney at the global law firm of Latham & Watkins.
About R. Carter Pate
Mr. Pate is a member of the Board of Directors of OptionCare Health (Nasdaq: OPCH) and prior Chairman of the Board of BioScrip, Inc (NASDAQ: BIOS) which merged in 2019 with OptionCare Health. He is also Chairman of the Board of Riverbed Technologies. Previously, he was Chairman of the Board of Red Lion Hotels (NASDAQ: RLH) and a member of the Board of Directors of Advanced Emissions Solutions, Inc. (NASDAQ: ADES). He was the former CEO of ModivCare (NASDAQ: MODV), as well as the former CEO of MV Global Transportation, and for the bulk of his career was the Global Managing Partner of Health Care for PricewaterhouseCoopers among other roles during his career. Mr. Pate was named a NACD Board Leadership Fellow.
About Erika Serow
Ms. Serow is the Chief Marketing Officer of Bain & Company (“Bain”), responsible for Bain’s global marketing and communication teams, and a member of Bain’s Global Operating Council (Executive Leadership Team), where she serves on the Investment and Risk committees. Prior to this role, she was the Global President and US CEO for Sweaty Betty, a premium athletic apparel company. Ms. Serow began her career with a 20-year stint as a consultant at Bain, where she ultimately led the firm’s Retail practice in the Americas. She is a member of the Board of Directors of Lazydays Holdings (NASDAQ: LAZY).
About Scott Peterson
Mr. Peterson was most recently the Chairman of the Board, Chief Financial Officer and largest investor of Advanced Comfort Technologies, Inc. (“Intellibed”), a luxury mattress company which was acquired by Purple in August 2022. He also was the Chairman of the Board of Utah Capital Investment Corporation, a Utah based venture capital “Fund of Funds” through 2022. Previously, he served on the Board and as Audit Committee Chair for Mattson Technology, Inc. a NASDAQ traded semi-equipment manufacturing company, which was acquired in 2016. He spent the majority of his 32-year audit career with Ernst & Young LLP, the global professional services firm, from which he retired in 2011 as the Pacific Northwest Area Assurance (Audit) Managing Partner, based in the Silicon Valley.
About Purple
Purple is a digitally-native vertical brand with a mission to help people feel and live better through innovative comfort solutions. We design and manufacture a variety of innovative, premium, branded comfort products, including mattresses, pillows, cushions, frames, sheets and more. Our products are the result of over 30 years of innovation and investment in proprietary and patented comfort technologies and the development of our own manufacturing processes. Our proprietary gel technology, Hyper-Elastic Polymer®, underpins many of our comfort products and provides a range of benefits that differentiate our offerings from other competitors' products. We market and sell our products through our direct-to-consumer online channels, traditional retail partners, third-party online retailers and our owned retail showrooms. For more information on Purple, visit purple.com.
Additional Information
The Company intends to file a definitive proxy statement on Schedule 14A, an accompanying WHITE proxy card and other relevant documents with the U.S. Securities and Exchange Commission (the "SEC") in connection with the solicitation of proxies from the Company's shareholders for the 2023 Annual Meeting. SHAREHOLDERS OF THE COMPANY ARE STRONGLY ENCOURAGED TO READ THE COMPANY'S DEFINITIVE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ALL OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BEFORE MAKING ANY VOTING OR INVESTMENT DECISION BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Shareholders may obtain a copy of the definitive proxy statement, an accompanying WHITE proxy card, any amendments or supplements to the definitive proxy statement and other documents filed by the Company with the SEC at no charge at the SEC's website at www.sec.gov. Copies will also be available at no charge in the "SEC Filings" section of the Company's Investor Relations website at https://investors.purple.com/sec-filings/default.aspx or by contacting the Company's Investor Relations department at ir@purple.com, as soon as reasonably practicable after such materials are electronically filed with, or furnished to, the SEC.
Participants in the Solicitation
The Company, its directors and certain of its executive officers are participants in the solicitation of proxies from the Company's shareholders in connection with matters to be considered at the 2023 Annual Meeting. Information regarding the direct and indirect interests, by security holdings or otherwise, of the Company's directors and executive officers is included in the Company's Proxy Statement on Schedule 14A for its 2022 annual meeting of shareholders, filed with the SEC on April 1, 2022, the Company's Annual Report on Form 10-K for the year ended December 31, 2022, filed with the SEC on March 22, 2023, and in the Company's Current Reports on Form 8-K filed with the SEC from time to time. Changes to the direct or indirect interests of the Company's directors and executive officers are set forth in SEC filings on Initial Statements of Beneficial Ownership on Form 3 or Statements of Change in Ownership on Form 4. These documents are available free of charge as described above.
Forward Looking Statements
Certain statements made in this release that are not historical facts are "forward-looking statements" within the meaning of the "safe harbor" provisions of the United States Private Securities Litigation Reform Act of 1995. Statements based on historical data are not intended and should not be understood to indicate the Company's expectations regarding future events. Forward-looking statements provide current expectations or forecasts of future events or determinations. These forward-looking statements are not guarantees of future performance, conditions or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside the Company's control, that could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements. Factors that could influence the realization of forward-looking statements include the risk factors outlined in the "Risk Factors" section of our Annual Report on Form 10-K filed with the SEC on March 22, 2023. Many of these risks and uncertainties have been, and will be, exacerbated by the COVID–19 pandemic and any worsening of the global business and economic environment as a result. The Company does not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
No Offer or Solicitation
This release is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities and shall not constitute an offer to sell or a solicitation of an offer to buy any securities nor shall there be any sale of securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act of 1933, as amended.
Contacts
Investor:
Brendon Frey, ICR
brendon.frey@icrinc.com
203-682-8200
Media:
Longacre Square Partners
Dan Zacchei / Joe Germani
purple@longacresquare.com