Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 18, 2023, Scott Raskin agreed to step down as President of Quotient
Technology Inc. (the "Company"), effective at the end of the first quarter of
2023. The Company does not presently intend to fill the role of President and
will eliminate the role as part of the Company's continued business
transformation.
Under Mr. Raskin's Change of Control Severance Agreement, as amended (the
"Change of Control Agreement"), Mr. Raskin will be entitled to receive the
separation benefits for termination without "Cause" during the "Retention
Period" (as each term is defined in the Change of Control Agreement), subject to
the terms and conditions of the Change of Control Agreement, including Mr.
Raskin's timely execution of an effective separation agreement and release of
claims against the Company.
The foregoing summary of Mr. Raskin's post-termination benefits is qualified in
its entirety by the provisions of the Change of Control Agreement. The original
agreement, the first amendment thereto and the second amendment thereto were
filed with the Securities and Exchange Commission, respectively, on November 8,
2019 (as Exhibit 10.3 to Current Report on Form 10-Q), on May 5, 2022 (as
Exhibit 10.3 to Current Report on Form 10-Q), and on August 9, 2022 (as Exhibit
10.9 to Current Report on Form 10-Q).
Item 7.01. Regulation FD Disclosure.
On January 24, 2023, the Company issued a press release disclosing the Company's
appointment of a new chief revenue officer, as well as Mr. Raskin's departure. A
copy of the press release is furnished as Exhibit 99.1 to this current report.
The information set forth in the press release shall not be deemed "filed" for
purposes of the Securities Exchange Act of 1934, as amended, or incorporated by
reference in any filing under the Securities Act of 1933, as amended, regardless
of any general incorporation language in such filing, unless expressly
incorporated by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
99.1 Press Release, dated January 24, 2023.
104 Cover Page Interactive Data File (formatted as Inline XBRL)
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