Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On July 15, 2021, the Executive Committee (the "Governing Body") of Endeavor
Group Holdings, Inc. (the "Company") increased the size of the Board of
Directors (the "Board") from six to seven directors and appointed Ursula M.
Burns to fill the newly created vacancy on the Board and as a member of the
Board's Audit Committee, in each case, effective July 19, 2021. Ms. Burns will
serve as a Class II director with a term expiring at the Company's annual
meeting of stockholders to be held in 2023 and until her successor is duly
elected and qualified or her earlier death, disqualification, resignation or
removal.
Ms. Burns was the Chairman of the Board of Xerox Corporation from 2010 to 2017
and Chief Executive Officer from 2009 to 2016 after having been appointed
President in 2007. Ms. Burns joined Xerox as a summer intern in 1980 and has
since held leadership posts spanning corporate services, manufacturing and
product development. During Ms. Burns' tenure as Chief Executive Officer, she
helped the company transform from a global leader in document technology to a
leading diversified business services company, serving enterprises and
governments of all sizes. After her retirement from Xerox, Ms. Burns was
appointed as Chairman of VEON, Ltd. in 2017. Ms. Burns became its Chairman and
CEO in December 2018 until June 2020. During her tenure at VEON, Ms. Burns
successfully steered the company through various compliance and organizational
changes. Burns is a member of the Exxon Mobil Corp. and Uber Technologies, Inc.
Board of Directors. She is also the Executive Chairman of Plum Acquisition Corp
I, Non-Executive Chairman of Teneo Holdings LLC, and a founding partner of
Integrum Holdings, a private-equity firm. In addition, Ms. Burns is on several
private company boards, including Waystar, IHS Towers, and Hear.com, while also
providing leadership counsel to several other community, educational and
non-profit organizations including the Ford Foundation, the Massachusetts
Institute of Technology (MIT) Corporation, Cornell Tech Board of Overseers, the
New York City Ballet, and the Mayo Clinic amongst others. In addition to her
corporate leadership roles, U.S. President Barack Obama appointed Burns to lead
the White House national program on Science, Technology, Engineering and Math
(STEM) from 2009 to 2016, and Ms. Burns served as Chair of the President's
Export Council from 2015 to 2016 after service as Vice Chair from 2010 to 2015.
Ms. Burns is eligible to participate in the Company's Non-Employee Director
Compensation Policy, which provides for: (i) an annual cash retainer of $107,000
for serving on the Board, earned on a quarterly basis; (ii) an annual cash
retainer of $21,000 for serving on the Audit Committee, earned on a quarterly
basis; (iii) an initial restricted stock unit award with a prorated grant date
value of $182,000, granted upon joining the Board, that vests on the Company's
next annual meeting of stockholders following the date of grant, subject to her
continuing in service through the date of such annual meeting; and (iv) an
annual restricted stock unit award with a grant date value of $182,000, granted
on the date of the Company's annual meeting of stockholders that vests on the
Company's next annual meeting of stockholders following the date of grant,
subject to her continuing in service through the date of such annual meeting.
Ms. Burns has entered into the Company's standard form indemnification agreement
in the form filed as Exhibit 10.20 to the Company's Registration Statement on
Form S-1/A (File No. 333-254908), filed with the Securities and Exchange
Commission on April 20, 2021.
Ms. Burns is a client of one of the Company's subsidiaries, Harry Walker Agency
("HWA"), which represents individuals in connection with speaking engagements.
The commissions HWA is to receive in connection with Mr. Burns' engagements were
negotiated at arm's length and are consistent with HWA's other clients. Since
January 2020, Ms. Burns' speaking engagements have resulted in gross fees of
$200,000.
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