Item 1.01 Entry into a Material Definitive Agreement
On
Pursuant to the terms of the Agreement, the board of directors (the "Board") of
the Company has increased the size of the Board from seven to eleven directors
and has appointed Dr.
Additionally,
Pursuant to the terms of the Agreement, the Lakeview Parties will maintain
certain rights to designate candidates to replace certain New Directors should
such New Director cease to serve as a member of the Board during the term of the
Agreement. The Lakeview Parties will no longer have such right to designate
replacement candidates if the Lakeview Parties cease to beneficially own, in the
aggregate, at least 2.0% of the outstanding shares of the Company's common
stock,
During the term of the Agreement, each of the Lakeview Parties has agreed not to
take any action in connection with the solicitation of proxies and other
activities in connection with the 2023 Annual Meeting. Further, at each annual
or special meeting of the Company's shareholders during the term of the
Agreement, the Lakeview Parties have agreed to vote all of their shares of
Common Stock in favor of recommendations of the Board on director election
proposals and any other proposals submitted by the Company or any shareholder
except (i) in connection with an Extraordinary Transaction (as defined in the
Agreement), in which case the Lakeview Parties may vote in their sole
discretion, and (ii) with respect to any proposal to be submitted to the
shareholders of the Company by either the Company or any shareholder of the
Company (other than as related to (a) the election, removal or replacement of
any director, (b) the Company's "say-on-pay" proposal and/or (c) any equity
compensation proposal approved by the Board or any committee thereof), if
· acquire, offer or seek to acquire shares in excess of 9.9% of the then outstanding shares of Common Stock; · make certain announcements regarding the Company's transactions; · make, participate in, or encourage any solicitation of proxies or consents; · advise any person with respect to the voting or disposition of any securities of the Company other than in a manner consistent with the Board's recommendation or certain Extraordinary Transactions; · knowingly sell securities of the Company to any third party with a known history of activism or known plans to engage in activism; · make or take any action in support of any proposal or request aimed at changing or influencing the Board, management, business strategy, policies or corporate governance of the Company; or · seek representation on the Board, except as set forth in the Agreement, or seek to encourage the removal of any member of the Board.
The Agreement will commence on the Effective Date and remain in effect until the date that is the earlier of (i) thirty days prior to the 2024 Nomination Notice Date (as defined in the Agreement) and (ii) one hundred twenty days prior to the 2023 Annual Meeting Anniversary Date (as defined in the Agreement). The Lakeview Parties and the Company may earlier terminate the Agreement in the event the other party commits a material breach of the Agreement and such breach is impossible to cure or, if capable of being cured, is not cured within a reasonable amount of time.
The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement, which is filed herewith as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On
None of
The foregoing summary is qualified in its entirety by reference to the full text of the Agreement, which is filed herewith as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference, and the information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated into this Item 5.02 by reference.
Item 7.01 Regulation FD Disclosure.
On
The information in this Item 7.01 is being furnished pursuant to Regulation FD and no part shall be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act, regardless of any general incorporation language in such filing, except as shall be expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Exhibit Description 10.1 Cooperation Agreement by and among the Company and the Lakeview Parties, effective as ofMarch 10, 2023 99.1 Press Release ofMiller Industries, Inc. datedMarch 10, 2023 104 Cover Page Interactive Data File (embedded in the cover page formatted in Inline XBRL)
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