Pursuant to the Cooperation Agreement, the Company has agreed to appoint
Upon their respective appointments to the Board, the Board will appoint the First New Director to each of the
and the Advisory Committee (as defined below) and the Second New Director to each of the Advisory Committee and the
As non-management directors of the company, each of the new directors will be entitled to receive cash compensation from
Annually for serving as Chair of a Board committee. The new directors are expected to receive equity awards of 3,772 non-qualified stock option awards and 1,813 restricted stock units.
Each of the new directors does not have any family relationship with any officer or director of the company. Other than as provided under the Cooperation Agreement, there are no arrangements or understandings pursuant to which either of the New Directors was elected as a director, and the New Directors have not been involved in any related transactions or relationships with the Company as defined in Item 404(a) of Regulation SK.
The Company has agreed that the Board will form, as an advisory committee of the Board, the
The Cooperation Agreement includes certain voting commitments, including a commitment to vote in accordance with the recommendation of the Board with respect to director elections, and standstill obligations on the part of the
If, during the Standstill Period, the First New Director resigns from the Board or is unable (due to death or disability) or refuses to serve on the
The foregoing description of the Cooperation Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Cooperation Agreement filed as Exhibit 10.1 hereto.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
The description of the matters included under Item 1.01 is incorporated into this Item 5.02 by reference.
Item 8.01. Other Events.
Exhibit Number Description 10.1 Cooperation Agreement, dated
November 22, 2022, by and among Berry Global Group, Inc., Ancora Catalyst Institutional, LP, Eminence Capital, L.P.and the other persons and entities listed thereto. 99.1 Press Release, dated November 23, 2022. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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