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As Of Filer Filing For·On·As Docs:Size 7/02/20 e.l.f. Beauty, Inc. 8-K:1,5,7,9 6/30/20 4:199K |
Document/Exhibit Description Pages Size 1: 8-K Current Report HTML 34K 2: EX-10.1 Material Contract HTML 75K 3: EX-10.2 Material Contract HTML 9K 4: EX-99.1 Miscellaneous Exhibit HTML 14K
Document |
Delaware | 46-4464131 | |
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
570
10th Street | ||
(Address of principal executive offices, including zip code) | ||
(510) 778-7787 | ||
(Registrant’s
telephone number, including area code) | ||
Not Applicable | ||
(Former name or former address, if changed since last report) | ||
Securities
registered pursuant to Section 12(b) of the Securities Exchange Act of 1934 | ||||
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
Common Stock, par value $0.01 per share | ELF | New York Stock Exchange |
Item
1.01 | Entry into a Material Definitive Agreement. |
i. | the Nominating and Corporate Governance Committee of the Board and the Board shall take all necessary action to promptly as practicable (A) increase the size of the Board from eight to nine directors, with such new Board seat to be in Class III and (B) appoint Lori Keith as a Class III director on the Board; |
ii. | immediately following the Cooperation Agreement Effective Date, Marathon Partners shall send
a letter to the Secretary of the Company irrevocably withdrawing (A) the nomination letter Marathon Partners previously sent to the Company on May 28, 2020, (B) Marathon Partners’ nomination of Mr. Cibelli, Dhiren Fonseca and Beth Birnbaum (the “Nominations”) for election to the Board as Class I directors at the Company’s 2020 annual meeting of stockholders (the “2020 Annual Meeting”) and (C) Marathon Partners’ Section 220 demand letter dated April 12, 2019; |
iii. | the
Board shall take all necessary action to include in the proposals to be voted on at the 2020 Annual Meeting (A) a “say-on-pay” vote and (B) a vote as to the frequency at which “say-on-pay” votes will be presented to and voted on by the stockholders at future annual meetings of the Company; |
iv. | the Board shall take all necessary action to amend the Company’s 2016 Equity Incentive Award Plan (the “2016 Incentive Plan”) to reduce the maximum automatic annual increase of shares of the
Company’s common stock reserved for issuance under the 2016 Incentive Plan from 4% of the Company’s common stock outstanding on the last day of the immediately preceding calendar year to 2% of the Company’s common stock outstanding on the last day of the immediately preceding calendar year; |
v. | the Company shall reimburse Marathon Partners for their reasonable out-of-pocket expenses, including the reasonable fees and expenses of counsel, incurred in connection with their engagement with
the Company, the Nominations and the negotiation of, and all matters arising under the Cooperation Agreement, with such reimbursement not to exceed $250,000; and |
vi. | Marathon Partners agrees to vote all of the shares of the Company’s common stock beneficially owned by Marathon Partners on the record date for the 2020 Annual Meeting (i) in favor of all persons nominated by the Board to serve as directors of the Company and against any stockholder nominated candidate not endorsed by the Board
and (ii) in accordance with the Board’s recommendation on other proposals, subject to certain exceptions. |
i. | if Marathon Partners fails to beneficially own 2% or more of the Company’s outstanding common stock between the Cooperation Agreement Effective Date and the 2021 Annual Meeting Nomination Window Date; or |
ii. | if: |
A. | Ms.
Keith (or her replacement) is a member of the Nominating and Corporate Governance Committee as of the 2021 Annual Meeting Nomination Window Date (assuming Ms. Keith (or her replacement) is a member of the Board as of that date); |
B. | between the Cooperation Agreement Effective Date and the 2021 Annual Meeting Nomination Window Date, Tarang Amin (the Company’s Chairman and Chief Executive Officer) has not entered into any voting agreement or similar agreement that would subject any securities of the Company beneficially owned by Mr. Amin to any arrangement or agreement with respect
to the voting thereof with any other person that is a holder of any securities of the Company and that is not affiliated with Mr. Amin or his estate planning, or that would give Mr. Amin the power to vote or direct the voting of any securities of the Company beneficially owned by any other person that is not affiliated with Mr. Amin or his estate planning vehicles; |
C. | between the Cooperation Agreement Effective Date and the 2021 Annual Meeting Nomination Window Date, the Company has not
issued shares of common stock (and/or securities convertible into common stock) in any transaction that represents more than 20% of the issued and outstanding shares of common stock (including securities convertible into common stock) immediately prior to such issuance; |
D. | the Company has confirmed that its proxy statement for the Company’s 2021 annual meeting of stockholders includes certain agreed language regarding annual grants of equity awards to the Company’s executive officers; and |
E. | the
Company has confirmed that any director(s) or officer(s) of the Company who beneficially owned 3% or more of the Company’s outstanding common stock as of the record date for the 2020 Annual Meeting voted all such shares in favor of the Company holding annual “say-on-pay” votes at future annual meetings of the Company. |
Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Item
7.01 | Regulation FD Disclosure. |
Item 9.01 | Financial Statements and Exhibits. |
Exhibit
No. | Description | ||
10.1 | |||
10.2 | |||
99.1 |
e.l.f. Beauty, Inc. | |||
Date:
July 2, 2020 | By: | /s/ Scott K. Milsten | |
Senior
Vice President and General Counsel |
This ‘8-K’ Filing | Date | Other Filings | ||
---|---|---|---|---|
Filed on: | 7/2/20 | DEFA14A | ||
7/1/20 | ||||
For Period end: | 6/30/20 | |||
5/28/20 | 10-K, 8-K, DFAN14A | |||
4/12/19 | ||||
List all Filings |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 5/26/23 e.l.f. Beauty, Inc. S-8 5/26/23 4:145K 5/25/23 e.l.f. Beauty, Inc. 10-K 3/31/23 95:11M 5/27/22 e.l.f. Beauty, Inc. S-8 5/27/22 4:100K Donnelley … Solutions/FA 5/26/22 e.l.f. Beauty, Inc. 10-K 3/31/22 97:10M 5/28/21 e.l.f. Beauty, Inc. S-8 5/28/21 3:141K 5/27/21 e.l.f. Beauty, Inc. 10-K 3/31/21 110:14M |