Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 6, 2021, the board of directors (the "Board") of Landcadia Holdings
III, Inc. (the "Company") appointed Dona Cornell to the Board. Ms. Cornell was
appointed to serve as a Class III director with a term expiring at the Company's
third annual meeting of stockholders.
The Board appointed Ms. Cornell, who was determined to be an "independent
director" as defined in the applicable rules of The Nasdaq Capital Market LLC,
to the Board's Audit Committee and Compensation Committee. In connection with
such appointment, Richard Handler resigned as a member of the Audit Committee
and the Compensation Committee. Mr. Handler will remain Co-Chairman of the
Board.
Ms. Cornell, 59, has served as the Vice President for Legal Affairs and General
Counsel at the University of Houston since June 2002, where she is responsible
for all legal related issues involving business, financial, student and academic
affairs throughout the University of Houston System and the four component
campuses. Ms. Cornell is also a member of the Chancellor and President's
Executive Cabinet, which addresses all management and strategic initiatives of
the University of Houston System and reports directly to the Chancellor.
Additionally, Ms. Cornell serves as counsel and advisor to the Board of Regents
with oversight of the Board Office. Matters that Ms. Cornell handles at the
University of Houston include complex transactions, international collaborations
and programs, endowment and investment matters as well as collaboration with
internal audit to ensure audit and compliance matters are being addressed
appropriately. The compliance group for the main University of Houston campus
reports directly to Ms. Cornell, and she meets with the audit and compliance
group of the University of Houston System weekly to provide advice and counsel,
including setting the agenda for the Audit Committee meetings. Previously, Ms.
Cornell served as Deputy Chief of General Litigation Division of the Office of
Texas Attorney General, as a shareholder in the Austin-based law firm Morehead,
Jordan & Carmona, and as the President of the Houston Chapter of Texas General
Counsel Forum. Ms. Cornell is currently a member of the Houston Bar Association
and the National Association of College and University Attorneys. Ms. Cornell
regularly speaks at state and national conferences on ethics, governance and
higher education law. Ms. Cornell earned her undergraduate and law degrees from
the University of Texas at Austin and is licensed to practice law throughout
Texas and in U.S. District Courts for the Northern, Southern, Eastern and
Western Districts of Texas and the U.S. Court of Appeals for the Fifth Circuit.
On January 6, 2021, the Company entered into an indemnity agreement (the
"Indemnity Agreement") with Ms. Cornell, pursuant to which the Company has
agreed to provide contractual indemnification, in addition to the
indemnification provided in the Company's Second Amended and Restated
Certificate of Incorporation, against liabilities that may arise by reason of
their respective service on the Board, and to advance expenses incurred as a
result of any proceeding against either of them as to which either could be
indemnified, in the form previously filed as Exhibit 10.8 to the Company's
Registration Statement on Form S-1 (File No. 333-248856) for its initial public
offering, initially filed with the U.S. Securities and Exchange Commission on
September 17, 2020 (the "Registration Statement").
On January 6, 2021, the Company entered into a letter agreement with Ms. Cornell
(the "Letter Agreement") on substantially the same terms as the form of letter
agreement previously entered into by and between the Company and each of its
other directors in connection with the Company's initial public offering.
The foregoing descriptions of the Indemnity Agreement and the Letter Agreement
do not purport to be complete and are qualified in their entireties by reference
to the form of indemnity agreement and the Letter Agreement, copies of which are
attached as Exhibit 10.8 to the Registration Statement and Exhibit 10.1 hereto,
respectively, and are incorporated herein by reference.
There are no arrangements or understandings between Ms. Cornell and any other
persons pursuant to which Ms. Cornell was selected as a director of the Company.
There are no family relationships between Ms. Cornell and any of the Company's
other directors or executive officers and Ms. Cornell does not have any direct
or indirect material interest in any transaction required to be disclosed
pursuant to Item 404(a) of Regulation S-K.
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