On January 10, 2022, Engaged Capital, LLC issued a public letter to Quotient Technology Inc.'s Board of Directors informing the Board that it has come to Engaged Capital's attention from multiple credible sources that Chairman and CEO Steven Boal has approached third parties regarding the potential sale of up to 19.9% of the outstanding shares. Engaged Capital stated that such a transaction would represent a blatant vote-buying scheme ahead of a likely proxy contest and contradict the Board's purported rationale for adopting the 4.9% tax benefits preservation plan, dated November 11, 2021, which Engaged Capital views was designed to insulate the current Board and to deter or gain an unfair advantage in any potential proxy contest. Engaged Capital also stated that it has made clear that if the Board proceeds with such a transaction, it would commence legal action immediately against the Company and each director individually.