Company and Starboard Enter into Cooperation
Agreement
Alight, Inc. (NYSE: ALIT) (“Alight” or the “Company”), a leading
cloud-based human capital and technology services provider, today
announced the appointment of Dave Guilmette and Coretha Rushing as
independent directors to its Board of Directors (the “Board”),
effective immediately. These appointments have been made in
connection with a cooperation agreement (the “Agreement”) entered
into between Alight and Starboard Value LP (together with certain
of its affiliates, “Starboard”), an investment firm which owns
approximately 7.2% of the Company’s outstanding common stock.
In addition, as part of an ongoing effort to broaden board
composition, the Board and Starboard will also seek to identify and
appoint an additional new independent director with relevant
executive-level industry experience in benefits administration.
During this process, Starboard will have the ability to submit
candidates for the Board’s consideration and meet final
candidates.
The Company will also schedule an investor day to discuss the
Company’s financial outlook and long-term strategy following the
close of the previously announced sale of the Professional Services
segment and HCM & Payroll Outsourcing businesses (the
“transaction”). The Company will provide more details on the
investor day once a date for the event has been set.
William P. Foley, II, Chair of the Board, said, “We are pleased
to welcome Dave and Coretha to the Board. Dave is an accomplished
leader in the healthcare and benefits industry, having worked
closely with payers, providers, and insurers. He has a track record
of driving growth and profitability at multi-billion-dollar
businesses and brings a strong perspective on the voice of our
current and future customers. Coretha has decades of experience in
the HR space, having served as Chief Human Resources Officer of
large public corporations. She has a deep understanding of Alight’s
customer base and extensive public board experience. The continued
evolution of our Board reflects our commitment to driving strong
corporate governance and stockholder value.”
“I look forward to working with Dave and Coretha as we continue
to execute our strategy,” said Stephan Scholl, Chief Executive
Officer. “We are acting decisively to unlock the power of our
platform and deliver world-class, innovative solutions that create
value for all stakeholders including our customers, their employees
and our stockholders.”
Peter Feld, Managing Member, Portfolio Manager and Head of
Research of Starboard said, “We appreciate the constructive
dialogue we have had with Alight’s Board and management team and
are excited about the appointments of two highly qualified
directors to the Board. Dave and Coretha each bring a wealth of
industry, operations, and governance expertise that will allow them
to contribute from day one. We look forward to working closely with
the Board and management team and having input on the continued
board evolution and the upcoming investor day event. We invested in
Alight because of its high-quality core business, leading market
position, and opportunities for improved growth and profitability
leading to sustainable value creation.”
Pursuant to the Agreement, Starboard has agreed to withdraw its
director nominations with respect to the 2024 annual meeting of
stockholders and has entered into customary standstill, voting and
other commitments. A summary and the complete text of the Agreement
will be filed on a Form 8-K with the U.S. Securities and Exchange
Commission (the “SEC”).
J.P. Morgan Securities LLC is serving as financial advisor to
Alight. Sidley Austin LLP and Simpson Thacher & Bartlett LLP
are serving as legal counsel to Alight. Olshan Frome Wolosky LLP is
serving as legal counsel to Starboard.
About Dave Guilmette
Dave Guilmette previously served as CEO of Global Health
Solutions, a multi-billion-dollar division of Aon, driving
significant growth and profitability during his tenure. He then
served as a Strategic Advisor at Global Health Solutions, advising
the CEO and president across innovation, large scale solution
development, commercial partnerships, and M&A strategy before
retiring from Aon earlier this year. Previous to his leadership
roles at Aon, he spent nearly a decade at Cigna, serving as
President of the Global Employer Segment and Private Exchanges and
as President, National, Pharmacy and Product. Guilmette has served
as a board member of Cigna Ventures and several non-profit
organizations.
About Coretha Rushing
Coretha Rushing currently serves as Managing Director and
Executive Mentor for The ExCo Group (formerly Merryck & Co.
Americas), a global executive coaching and mentoring firm and as
the President of CR Consulting Alliance, an HR consulting firm.
Previously, Ms. Rushing served as Corporate Vice President and CHRO
for Equifax and also served in various roles of increasing
responsibility at The Coca-Cola Company, including as Senior Vice
President, CHRO. Ms. Rushing currently serves on the Boards of
Directors of ThredUp and 2U. Previously, she served on the Board of
Directors of Benefitfocus.
About Alight Solutions
Alight is a leading cloud-based human capital technology and
services provider that powers confident health, wealth, and
wellbeing decisions for 36 million people and dependents. Our
Alight Worklife® platform combines data and analytics with a
simple, seamless user experience. Supported by our global delivery
capabilities, Alight Worklife is transforming the employee
experience for people around the world. With personalized,
data-driven health, wealth, pay, and wellbeing insights, Alight
brings people the security of better outcomes and peace of mind
throughout life’s big moments and most important decisions. Learn
how Alight unlocks growth for organizations of all sizes at
alight.com.
About Starboard Value LP
Starboard Value LP is an investment adviser with a focused and
fundamental approach to investing in publicly traded companies.
Starboard seeks to invest in deeply undervalued companies and
actively engage with management teams and boards of directors to
identify and execute on opportunities to unlock value for the
benefit of all shareholders.
Forward-Looking Statements
This press release contains forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as
amended. These statements include, but are not limited to,
statements regarding the transaction, including the likelihood of
the consummation of the transaction, the expected time period to
consummate the transaction, the anticipated benefits of the
transaction (including the achievement of our financial
objectives), support plans, opportunities, anticipated future
performance (including our expected recurring revenue and margin
profile) and expected stock buyback programs, and statements
regarding our pro forma capital structure. In some cases, these
forward-looking statements can be identified by the use of words
such as “outlook,” “believes,” “expects,” “potential,” “continues,”
“creates,” “may,” “will,” “should,” “could,” “seeks,” “projects,”
“predicts,” “intends,” “plans,” “estimates,” “anticipates” or the
negative version of these words or other comparable words. Such
forward-looking statements are subject to various risks and
uncertainties including, among others, risks related to declines in
economic activity in the industries, markets, and regions our
clients serve, including as a result of elevated interest rates or
changes in monetary and fiscal policies, competition in our
industry, risks related to the performance of our information
technology systems and networks, risks related to our ability to
maintain the security and privacy of confidential and proprietary
information, risks related to actions or proposals from activist
stockholders, risks related to the ability to meet the contingent
payment conditions of the seller note, and risks related to changes
in regulation, including developments on the use of artificial
intelligence and machine learning. Additional factors that could
cause Alight’s results to differ materially from those described in
the forward-looking statements can be found under the section
entitled “Risk Factors” of Alight’s Annual Report on Form 10-K,
filed with the SEC on February 29, 2024, as such factors may be
updated from time to time in Alight's filings with the SEC, which
are, or will be, accessible on the SEC's website at www.sec.gov.
Accordingly, there are or will be important factors that could
cause actual outcomes or results to differ materially from those
indicated in these statements. These factors should not be
construed as exhaustive and should be considered along with other
factors noted in this presentation and in Alight’s filings with the
SEC. Alight undertakes no obligation to publicly update or review
any forward-looking statement, whether as a result of new
information, future developments or otherwise, except as required
by law.
Important Additional Information and Where to Find It
The Company intends to file a proxy statement on Schedule 14A,
an accompanying proxy card, and other relevant documents with the
SEC in connection with such solicitation of proxies from the
Company’s stockholders for the Company’s 2024 annual meeting of
stockholders. THE COMPANY’S STOCKHOLDERS ARE STRONGLY ENCOURAGED TO
READ THE COMPANY’S DEFINITIVE PROXY STATEMENT (INCLUDING ANY
AMENDMENTS OR SUPPLEMENTS THERETO), THE ACCOMPANYING PROXY CARD,
AND ALL OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR
ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION. Investors and stockholders may obtain a copy
of the definitive proxy statement, an accompanying proxy card, any
amendments or supplements to the definitive proxy statement and
other documents filed by the Company with the SEC at no charge at
the SEC’s website at www.sec.gov. Copies will also be available at
no charge by clicking the “SEC Filings” link in the “Investors”
section of the Company’s website, investor.alight.com, or by
contacting investor.relations@alight.com as soon as reasonably
practicable after such materials are electronically filed with, or
furnished to, the SEC.
Participants in the Solicitation
Information about the names of the Company’s directors and
officers, their respective interests in the Company by security
holdings or otherwise, and their respective compensation is set
forth in the sections entitled “Election of Directors,” “Executive
Officers,” “Security Ownership of Certain Beneficial Owners and
Management,” “Director Compensation,” and “Executive Compensation”
of the Company’s Proxy Statement on Schedule 14A in connection with
the 2023 annual meeting of stockholders, filed with the SEC on
April 5, 2023 (available here), the Company’s Current Reports on
Form 8-K, filed with the SEC on September 5, 2023 (available here)
and December 11, 2023 (available here), and the Company’s Amended
Annual Report on Form 10-K/A, filed with the SEC on April 29, 2024
(available here). To the extent the security holdings of directors
and executive officers have changed since the amounts described in
these filings, such changes are set forth on Initial Statements of
Beneficial Ownership on Form 3 or Statements of Change in Ownership
on Form 4 filed with the SEC, which can be found at no charge at
the SEC’s website at www.sec.gov or by clicking the “SEC Filings”
link in the “Investors” section of the Company’s website,
investor.alight.com. Updated information regarding the identity of
potential participants and their direct or indirect interests, by
security holdings or otherwise, in the Company will be set forth in
the Company’s Proxy Statement on Schedule 14A for the 2024 annual
meeting of stockholders and other relevant documents to be filed
with the SEC, if and when they become available. These documents
are available free of charge as described above.
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version on businesswire.com: https://www.businesswire.com/news/home/20240506717139/en/
Investors: Jeremy Cohen investor.relations@alight.com
Media: Mariana Fischbach Mariana.Fischbach@Alight.com
Lex Suvanto, Edelman Smithfield alight@edelmansmithfield.com
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