FURTHER INFORMATION CONCERNING THE BOARD OF DIRECTORS
Composition of the Board of Directors
Pursuant to the amended and restated shareholders agreement by and among affiliates of LGP, certain of our directors and executive officers, certain other existing
shareholders and the Company (the Shareholders Agreement), LGP is entitled to designate individuals to be included in the slate of nominees recommended by our Board for election to our Board. So long as LGP owns, in the aggregate,
(i) at least 50% of the total outstanding shares of our common stock owned by it immediately following the consummation of our initial public offering, LGP will be entitled to nominate five directors, (ii) less than 50%, but at least 40%,
of the total outstanding shares of our common stock owned by it immediately following the consummation of our initial public offering, LGP will be entitled to nominate four directors, (iii) less than 40%, but at least 30%, of the total
outstanding shares of our common stock owned by it immediately following the consummation of our initial public offering, LGP will be entitled to nominate three directors, (iv) less than 30%, but at least 20%, of the total outstanding shares of
our common stock owned by it immediately following the consummation of our initial public offering, LGP will be entitled to nominate two directors, (v) less than 20%, but at least 10%, of the total outstanding shares of our common stock owned
by it immediately following the consummation of our initial public offering, LGP will be entitled to nominate one director, and (vi) less than 10% of the total outstanding shares of our common stock owned by it immediately following the
consummation of our initial public offering, LGP will not be entitled to nominate a director.
Pursuant to the Shareholders Agreement, LGP has been deemed to have
nominated five directors, Ms. Chang, Ms. Hays, Ms. Mehlman, Mr. Sokoloff and Mr. Yoon, to our Board.
In accordance with our Certificate of
Incorporation and the Shareholders Agreement, our Board is divided into three classes with staggered three-year terms. At each annual meeting of shareholders, the successors to the directors whose terms then expire will be elected to serve from the
time of election and qualification until the third annual meeting following their election. Our directors are divided among three classes as follows:
|
|
the Class I directors are Wade Miquelon and Darrell Webb, and their terms will expire at the Annual Meeting;
|
|
|
the Class II directors are Lily Chang and Marybeth Hays, and their terms will expire at the annual meeting of
shareholders to be held in 2023; and |
|
|
the Class III directors are John Yoon, Jonathan Sokoloff and Anne Mehlman, and their terms will expire at the annual
meeting of shareholders to be held in 2024. |
Any increase or decrease in the number of directors will be distributed among the three classes so
that, as nearly as possible, each class will consist of one-third of the directors. This classification of our Board may have the effect of delaying or preventing changes in control of our Company.
Pursuant to the terms of the Shareholders Agreement, directors nominated by LGP may only be removed at the request of LGP in accordance with the Amended and Restated
Bylaws (Bylaws) of the Company then in effect. In all other cases and at any other time, directors may only be removed for cause by the affirmative vote of the holders of at least a majority of our common stock.
Attendance at Board Meetings
Our Board held 6 meetings during the fiscal year ended January 29, 2022 (fiscal 2022). All of our directors attended more than 75% of the meetings held
during fiscal 2022 of the Board and committees on which they served. We expect our directors to make reasonable efforts to attend annual meetings of shareholders, including the Annual Meeting.
Communications with the Board
You may communicate with the Chairman of the Board, any chairperson of a Board committee, or the non-management or independent
members of the Board by addressing such communications to the intended recipient by name or position in care of: JOANN Inc., Attn: Chief Legal Officer, 5555 Darrow Road, Hudson, OH 44236. The Chief Legal Officer will forward such communications to
the appropriate party. All communications are reviewed by the Chief Legal Officer and are forwarded to the appropriate director(s) except those communications that are clearly unrelated to the duties and responsibilities of the Board or that are
abusive, repetitive, in bad taste or that present safety or security concerns may be handled differently. Communications we receive that relate to accounting, internal accounting controls or auditing matters will be referred to the audit committee
unless the communication is directed otherwise. You may communicate anonymously and/or confidentially.
|
|
|
|
|
10 |
|
|
|
|