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Item
1.01. Entry into a Material Definitive Agreement.
On April 26, 2016, Jonathan Lewis and Jeffrey K. Quake informed CHC Group Ltd. (the “Company”) that they were resigning from the board of directors of the Company and all committees thereof, with immediate effect. Mr. Lewis served on the Audit Committee, Compensation Committee and the Health, Safety and Compliance Committee. Mr. Quake served on the Compensation Committee. Neither of these resignations was a result of a disagreement with management.
Subsequently, CD&R CHC Holdings, L.P. (“CD&R”) agreed to modify its director appointment rights such that CD&R will have the right to appoint three directors for so long as there are fewer than nine directors occupying seats on the board, pursuant to the Shareholders’ Agreement, dated as of October 30, 2014, among the Company, CD&R and the other parties thereto.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment
of Certain Officers; Compensatory Arrangements of Certain Officers.
Resignation
and Release Agreement for Jeffrey K. Quake
This information, and the information provided under Item 9.01 (including Exhibit 99.1) shall be deemed “furnished” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference to such filing.
SIGNATURE
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.