Item 1.01 Entry into a Material Definitive Agreement.
Third Amended and Restated Cooperation Agreement
On
Pursuant to the Third A&R Cooperation Agreement, during the Standstill Period
(as defined below), SRS will be entitled to designate three persons to serve as
members of the Board. The Third A&R Cooperation Agreement also provides that the
Company will nominate (i)
The Third A&R Cooperation Agreement further provides that (i) the Board will appoint an additional independent director who is not a former or current employee of, or advisor or consultant to, SRS or an affiliate of SRS, no later than 90 days after the 2020 Annual Meeting and (ii) upon the selection by the Board of a Chief Executive Officer on a non-interim basis, the Chief Executive Officer will also be appointed to the Board; provided, that if the Chief Executive Officer is already a director of the Company, the Board will appoint another independent director who is not a former or current employee of, or advisor or consultant to, SRS or an affiliate of SRS, no later than 90 days after the selection of the Chief Executive Officer.
Under the terms of the Third A&R Cooperation Agreement, the size of each of the
Corporate Governance Committee and the Compensation Committee will be set at
three members, all of whom must qualify as "independent" of the Company pursuant
to the applicable stock exchange listing requirements (unless otherwise
permitted by such stock exchange requirements). The Third A&R Cooperation
Agreement also provides that during the Standstill Period, (i) SRS will be
entitled to appoint one Applicable Director to each of the Corporate Governance
Committee and the Compensation Committee of the Board, (ii) the Applicable
Director appointed by SRS to the Compensation Committee will serve as the Chair
of such committee, and (iii) SRS will be entitled to designate an Applicable
Director to serve as the Vice Chairman of the Board. The parties have further
agreed that (x)
SRS has agreed to abide by certain standstill provisions during a standstill
period commencing on the date of the Third A&R Cooperation Agreement and ending
on the earlier of (i)
During the Standstill Period, SRS has agreed to vote its
The parties also have agreed that the Rights Agreement, dated as of
The foregoing summary of the Third A&R Cooperation Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Third A&R Cooperation Agreement, a copy of which is attached as Exhibit 10.1 hereto and is incorporated herein by reference.
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On
Item 7.01 Regulation FD Disclosure.
On
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 10.1 Third Amended and Restated Cooperation Agreement, dated as ofFebruary 23, 2020 , by and amongAvis Budget Group, Inc. ,SRS Investment Management, LLC and certain of its affiliates. 99.1 Press Release datedFebruary 24, 2020 . 104 The cover page from this Current Report on Form 8-K formatted in Inline XBRL (included as Exhibit 101). 3
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