Item 4 — Purpose of Transaction
Item 4 is hereby amended to add the following: On March 3, 2025 (the "Effective Date"), the Reporting Persons entered into a cooperation agreement with the Issuer (the "Agreement") regarding the composition of the Board and certain other matters. The following description of the Agreement is qualified in its entirety by reference to the Agreement, which is attached as Exhibit 99.1 hereto and is incorporated herein by reference. Pursuant to the terms of the Agreement, the Issuer agreed, among other things, to (i) appoint Peter Feigin (the "New Director") to the Board with a term expiring at the Issuer's 2027 Annual Meeting of Shareholders (the "2027 Annual Meeting"), (ii) appoint the New Director to the Transformation Committee of the Board, (iii) increase the size of the Board from eight (8) to nine (9) directors, (iv) not re-nominate one of the Issuer's incumbent directors for re-election to the Board at the Issuer's 2025 Annual Meeting of Shareholders, and (v) amend the Issuer's Bylaws to require a Lead Independent Director in the event that the Chairperson of the Board is not an independent director. The Agreement also provides that the Board, in consultation with the Compensation Committee of the Board, shall engage an independent compensation consultant no later than March 31, 2025, to conduct a review of the Issuer's compensation program. Moreover, as soon as practical following the Effective Date, the Issuer will take all necessary actions to amend its Shareholder Rights Agreement, dated as of November 16, 2018, as amended on November 19, 2021 and November 19, 2024, by and between the Issuer and Equiniti Trust Company, LLC (the "Rights Agreement") such that the Final Expiration Date (as defined in the Rights Agreement) shall occur as promptly as practicable following Effective Date. Additionally, no later than December 31, 2025, the Issuer will hold an investor day and provide mid and long term targets with respect to certain financial metrics and a capital allocation policy. The Reporting Persons will also provide input on the Issuer's ongoing search for a new Chief Financial Officer. Under the Agreement, the Reporting Persons agreed to abide by customary standstill restrictions and voting commitments, to the extent they remain in effect until the Termination Date. The Termination Date is defined in the Agreement until the day following the conclusion of the 2027 Annual Meeting. Until the Termination Date, the Reporting Persons and the Issuer also agreed to a mutual non-disparagement clause and the withdrawal of all litigation. The Agreement also provides that if the New Director ceases to be a member of the Board during the Standstill Period, as defined in the Agreement, the Reporting Persons will have qualified replacement rights. The Reporting Persons also agreed to take all necessary actions to immediately cease any solicitation activities in connection with the 2025 Special Meeting and to, no later than five (5) business days following the Effective Date, dismiss with prejudice all claims asserted in any actions against the Issuer, including, without limitation, the Alta Fox Litigation. The Issuer and the Reporting Persons also made certain customary representations and agreed on a mutually agreeable press release announcing certain terms of the Agreement.