Additional Proxy Soliciting Materials (definitive) (defa14a)
April 16 2018 - 8:50AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report
Pursuant
to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 16, 2018
Avis Budget Group, Inc.
(Exact name of registrant as specified in its charter)
|
|
|
|
|
Delaware
|
|
001-10308
|
|
06-0918165
|
(State or Other Jurisdiction
of Incorporation)
|
|
(Commission
File Number)
|
|
(IRS Employer
Identification No.)
|
6 Sylvan Way
Parsippany, New Jersey 07054
(Address of Principal Executive Offices, including Zip Code)
(973) 496-4700
(Registrants Telephone Number, including Area Code)
Not Applicable
(Former
Name or Former Address, if Changed Since Last Report)
Check the appropriate box below
if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
☒
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
☐
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
☐
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this
chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01
|
Entry into a Material Definitive Agreement.
|
Second Amended and Restated Cooperation Agreement
Avis Budget Group, Inc. (the Company) entered into a Second Amended and Restated Cooperation Agreement (the Second Amended and
Restated Cooperation Agreement) with SRS Investment Management, LLC and certain of its affiliates (collectively, SRS), dated as of April 16, 2018, regarding the membership and composition of the Companys board of
directors (the Board) and related matters. The Company and SRS previously entered into an Amended and Restated Cooperation Agreement, dated May 3, 2017, as described on the Companys Form 8-K filed on May 3, 2017.
Pursuant to the Second Amended and Restated Cooperation Agreement, the Company will temporarily increase the size of the Board to 14 directors and appoint as
directors, effective April 20, 2018, Jagdeep Pahwa and Carl Sparks.
Under the terms of the Second Amended and Restated Cooperation Agreement, for so
long as their respective service on the Board continues, Brian Choi shall be appointed to the Compensation Committee of the Board and Jagdeep Pahwa shall be appointed to the Executive Committee of the Board and to the Corporate Governance Committee
of the Board.
The Second Amended and Restated Cooperation Agreement further provides that, as previously announced by the Company, three current members
of the Board will not be standing for reelection at the Companys 2018 annual meeting of stockholders (the 2018 Annual Meeting). At the conclusion of the 2018 Annual Meeting, the size of the Board will be reduced to 13 directors.
Following the conclusion of the Companys 2019 annual meeting of stockholders, the Company has agreed that the size of the Board will be reduced to 12 directors.
SRS has agreed to abide by certain standstill provisions during a standstill period commencing on the date of the Second Amended and Restated Cooperation
Agreement and ending on the earlier of (i) January 25, 2020 and (ii) the date that is 30 days prior to the last date for which notice of a stockholders intention to nominate any individual as a director of the Company at the
Companys 2020 annual meeting of stockholders must be received by the Company (the Standstill Period). During the Standstill Period, SRS has agreed not to (among other things) acquire Beneficial Ownership (as such term is defined in
the Second Amended and Restated Cooperation Agreement) of more than the greater of (x) 16,190,449 and (y) 20% of the Companys outstanding Voting Securities (as such term is defined in the Second Amended and Restated Cooperation
Agreement).
During the Standstill Period, SRS has agreed to vote its shares of the Companys common stock in favor of the Companys nominees
and other proposals at any meeting of the Companys stockholders occurring during the Standstill Period, subject to certain limited exceptions. In addition, in the event that SRS obtains (as a result of buybacks or repurchases by or on behalf
of the Company or otherwise) the right to exercise voting rights attached to Voting Securities in excess of 20% of the outstanding Voting Securities, SRS has committed to exercise such voting rights in proportion to stockholders unaffiliated with
SRS.
The foregoing summary of the Second Amended and Restated Cooperation Agreement does not purport to be complete and is qualified in its entirety by
reference to the full text of the Second Amended and Restated Cooperation Agreement, a copy of which is attached as Exhibit 10.1 hereto and is incorporated herein by reference.
Amendment No. 1 to Rights Agreement
On
April 16, 2018, the Company entered into Amendment No. 1 (the Rights Agreement Amendment) to the Rights Agreement, dated as of January 14, 2018, between the Company and Computershare Trust Company, N.A., as rights agent.
The Rights Agreement Amendment accelerates the expiration of the Companys preferred share purchase rights (the Rights) from the Close
of Business (as such term is defined in the Rights Agreement) on January 13, 2019 to the Close of Business on April 16, 2018, and the Rights Agreement will terminate at such time. At the time of the termination of the Rights Agreement, all
of the Rights distributed to holders of the Companys common stock pursuant to the Rights Agreement will expire.
The foregoing summary of the Rights
Agreement Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Rights Agreement Amendment, a copy of which is attached as Exhibit 4.1 hereto and is incorporated herein by reference.
Item 1.02
|
Termination of a Material Definitive Agreement.
|
The information set forth in Item 1.01 of this
Current Report on Form 8-K is incorporated herein by reference.
Item 3.03
|
Material Modification of the Rights of Security Holders.
|
The information set forth in Item 1.01 of
this Current Report on Form 8-K is incorporated herein by reference.
Item 5.03
|
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
|
In connection with the
adoption of the Rights Agreement, on January 16, 2018, the Company filed a Certificate of Designations of Series S Preferred Stock with the Secretary of State of the State of Delaware setting forth the rights, powers and preferences of the
Series S Preferred Stock issuable upon exercise of the Rights (the Preferred Shares). Promptly following the expiration of the Rights and the termination of the Rights Agreement, the Company will file a Certificate of Elimination (the
Certificate of Elimination) with the Secretary of State of the State of Delaware eliminating the Preferred Shares and returning them to authorized but undesignated shares of the Companys preferred stock.
The foregoing is a summary of the terms of the Certificate of Elimination. The summary does not purport to be complete and is qualified in its entirety by
reference to the Certificate of Elimination, a copy of which is attached as Exhibit 3.1 hereto and incorporated herein by reference.
On April 16, 2018, the Company issued a press release announcing the Second Amended
and Restated Cooperation Agreement and the Rights Agreement Amendment. A copy of the press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.
Additional Information and Where to Find It
The Company
has filed a preliminary proxy statement and a form of associated proxy card with the U.S. Securities and Exchange Commission (the SEC) in connection with the solicitation of proxies for the Companys 2018 Annual Meeting of
Shareholders, and prior to the 2018 Annual Meeting of Shareholders, the Company intends to file a definitive proxy statement and form of proxy card with the SEC. THE COMPANYS SHAREHOLDERS ARE STRONGLY ENCOURAGED TO READ THE DEFINITIVE PROXY
STATEMENT, THE ACCOMPANYING PROXY CARD AND OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. The Companys shareholders will be able to obtain any proxy
statement, any amendments or supplements to the proxy statement and other documents filed by the Company with the SEC free of charge at the SECs website at www.sec.gov. Copies will also be available free of charge at the Companys website
at www.avisbudgetgroup.com.
Certain Information Regarding Participants
The Company, its directors and certain of its executive officers are participants in the solicitation of proxies from the Companys shareholders in
connection with the matters to be considered at the Companys 2018 Annual Meeting of Shareholders. Information about the Companys directors and executive officers is available in the Companys preliminary proxy statement filed with
the SEC on April 2, 2018 with respect to the Companys 2018 Annual Meeting of Shareholders and, with respect to directors and executive officers appointed following such date, in certain of the Companys other SEC filings made
subsequent to the date of such proxy statement. To the extent holdings of the Companys securities by such directors or executive officers have changed since the amounts printed in the proxy statement, such changes have been or will be
reflected on Initial Statements of Beneficial Ownership on Form 3 or Statements of Changes in Beneficial Ownership on Form 4 filed with the SEC.
Item 9.01
|
Financial Statements and Exhibits.
|
|
|
|
Exhibit No.
|
|
Description of
Exhibit
|
|
|
3.1
|
|
Certificate of Elimination of Series S Preferred Stock of Avis Budget Group, Inc., dated April 16, 2018.
|
|
|
|
Exhibit No.
|
|
Description of
Exhibit
|
4.1
|
|
Amendment No. 1, dated April 16, 2018, to Rights Agreement, dated
as of January 14, 2018, between Avis Budget Group, Inc. and Computershare Trust Company, N.A.
|
|
|
10.1
|
|
Second Amended and Restated Cooperation Agreement, dated April 16, 2018, by and among Avis Budget Group, Inc. and SRS.
|
|
|
99.1
|
|
Press Release, dated April 16, 2018.
|
EXHIBIT INDEX
|
|
|
Exhibit No.
|
|
Description of
Exhibit
|
|
|
3.1
|
|
Certificate of Elimination of Series S Preferred Stock of Avis Budget Group, Inc., dated April 16, 2018.
|
|
|
4.1
|
|
Amendment No. 1, dated April 16, 2018, to Rights Agreement, dated as of January 14, 2018, between Avis Budget Group, Inc. and Computershare Trust Company, N.A.
|
|
|
10.1
|
|
Second Amended and Restated Cooperation Agreement, dated April 16, 2018, by and among Avis Budget Group, Inc. and SRS.
|
|
|
99.1
|
|
Press Release, dated April 16, 2018.
|
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereto duly authorized.
|
|
|
AVIS BUDGET GROUP, INC.
|
|
|
By:
|
|
/s/ Bryon L. Koepke
|
Name:
|
|
Bryon L. Koepke
|
Title:
|
|
Senior Vice President and Chief Securities Counsel
|
Date: April 16, 2018
Avis Budget (NASDAQ:CAR)
Historical Stock Chart
From Jul 2024 to Aug 2024
Avis Budget (NASDAQ:CAR)
Historical Stock Chart
From Aug 2023 to Aug 2024