ClubCorp Holdings, Inc. (NYSE:MYCC) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01
|
Entry into a Material Definitive Agreement.
|
On May 12, 2017, the Company entered into an agreement (the
Agreement) with FrontFour Capital Group LLC and certain of its
affiliates (collectively, FrontFour). FrontFour previously
delivered to the Company a nomination letter, dated March 9, 2017
and supplemented on March 14, 2017 (the Nomination Letter),
notifying the Company of its intent to nominate candidates for
election to the Companys board of directors (the Board) at the
Companys 2017 annual meeting of stockholders (the 2017 Annual
Meeting).
Agreement) with FrontFour Capital Group LLC and certain of its
affiliates (collectively, FrontFour). FrontFour previously
delivered to the Company a nomination letter, dated March 9, 2017
and supplemented on March 14, 2017 (the Nomination Letter),
notifying the Company of its intent to nominate candidates for
election to the Companys board of directors (the Board) at the
Companys 2017 annual meeting of stockholders (the 2017 Annual
Meeting).
to the Agreement, FrontFour has irrevocably withdrawn the
Nomination Letter and has agreed to immediately and irrevocably
terminate all other solicitation and other activities related to
the 2017 Annual Meeting. Furthermore, FrontFour has agreed not to
nominate any person for election at the 2017 Annual Meeting,
submit any proposal for consideration at, or bring any other
business before, the 2017 Annual Meeting, initiate, encourage or
participate in any withhold or similar campaign with respect to
the 2017 Annual Meeting, or publicly or privately encourage or
support any other stockholder to take any of the foregoing
actions.
Nomination Letter and has agreed to immediately and irrevocably
terminate all other solicitation and other activities related to
the 2017 Annual Meeting. Furthermore, FrontFour has agreed not to
nominate any person for election at the 2017 Annual Meeting,
submit any proposal for consideration at, or bring any other
business before, the 2017 Annual Meeting, initiate, encourage or
participate in any withhold or similar campaign with respect to
the 2017 Annual Meeting, or publicly or privately encourage or
support any other stockholder to take any of the foregoing
actions.
Under the Agreement, the Board agreed to increase the size of the
Board to ten members and to appoint Simon M. Turner as a class I
director, with a term expiring at the 2017 Annual Meeting, and
Emanuel R. Pearlman as a class II director to the Board, with a
term expiring at the Companys 2018 annual meeting of
stockholders. Under the terms of the Agreement, the Company
agreed to include Mr. Turner on the Companys slate of director
nominees standing for election at the 2017 Annual Meeting and
recommend and solicit proxies for the election of Mr. Turner at
the 2017 Annual Meeting in the same manner as for the other
nominees nominated by the Board at the 2017 Annual Meeting.
Board to ten members and to appoint Simon M. Turner as a class I
director, with a term expiring at the 2017 Annual Meeting, and
Emanuel R. Pearlman as a class II director to the Board, with a
term expiring at the Companys 2018 annual meeting of
stockholders. Under the terms of the Agreement, the Company
agreed to include Mr. Turner on the Companys slate of director
nominees standing for election at the 2017 Annual Meeting and
recommend and solicit proxies for the election of Mr. Turner at
the 2017 Annual Meeting in the same manner as for the other
nominees nominated by the Board at the 2017 Annual Meeting.
The Agreement further provides that the Board will appoint Mr.
Turner, so long as he is a member of the Board, to the Nominating
and Corporate Governance Committee of the Board (to the extent
Mr. Turner elects to serve as a member of such committee) and Mr.
Pearlman, so long as he is a member of the Board, to the
Strategic Review Committee of the Board (to the extent such
committee remains in place and Mr. Pearlman elects to serve as a
member of such committee), and to consider each of Messrs. Turner
and Pearlman for other Board committee appointments in connection
with the Boards annual review of committee composition. Under the
Agreement, each of Messrs. Turner and Pearlman will have full
access to and participate in any Board and committee matters
related to the Chief Executive Officer search and selection
process to the same degree as the other members of the Board.
Turner, so long as he is a member of the Board, to the Nominating
and Corporate Governance Committee of the Board (to the extent
Mr. Turner elects to serve as a member of such committee) and Mr.
Pearlman, so long as he is a member of the Board, to the
Strategic Review Committee of the Board (to the extent such
committee remains in place and Mr. Pearlman elects to serve as a
member of such committee), and to consider each of Messrs. Turner
and Pearlman for other Board committee appointments in connection
with the Boards annual review of committee composition. Under the
Agreement, each of Messrs. Turner and Pearlman will have full
access to and participate in any Board and committee matters
related to the Chief Executive Officer search and selection
process to the same degree as the other members of the Board.
Under the Agreement, the Companys obligations terminate
immediately, and Mr. Pearlman will promptly offer to resign from
the Board, if FrontFour ceases to beneficially own at least 2% of
the outstanding shares of the Companys common stock prior to the
2017 Annual Meeting
immediately, and Mr. Pearlman will promptly offer to resign from
the Board, if FrontFour ceases to beneficially own at least 2% of
the outstanding shares of the Companys common stock prior to the
2017 Annual Meeting
The Agreement further provides that FrontFour will vote all of
the shares of the Companys common stock that it beneficially owns
at the 2017 Annual Meeting and any special stockholder meeting
during the term of the Agreement in favor of the Companys
nominees to the Board at such meetings and in accordance with the
Boards recommendation with respect to any proposals that may be
the subject of stockholder action at such meetings, unless both
Glass Lewis Co., LLC (Glass Lewis) and Institutional Shareholder
Services Inc. (ISS) recommend against the Board on any proposal,
in which case FrontFour can vote in accordance with the Glass
Lewis and ISS recommendation. However, FrontFour may vote in its
discretion with regards to any proposal related to any tender or
exchange offer, merger, amalgamation, consolidation, acquisition,
scheme, arrangement, business combination, recapitalization,
reorganization, sale or acquisition of material assets,
liquidation, dissolution or other extraordinary transaction
involving the Company or any of its subsidiaries or joint
ventures or any of their respective securities.
the shares of the Companys common stock that it beneficially owns
at the 2017 Annual Meeting and any special stockholder meeting
during the term of the Agreement in favor of the Companys
nominees to the Board at such meetings and in accordance with the
Boards recommendation with respect to any proposals that may be
the subject of stockholder action at such meetings, unless both
Glass Lewis Co., LLC (Glass Lewis) and Institutional Shareholder
Services Inc. (ISS) recommend against the Board on any proposal,
in which case FrontFour can vote in accordance with the Glass
Lewis and ISS recommendation. However, FrontFour may vote in its
discretion with regards to any proposal related to any tender or
exchange offer, merger, amalgamation, consolidation, acquisition,
scheme, arrangement, business combination, recapitalization,
reorganization, sale or acquisition of material assets,
liquidation, dissolution or other extraordinary transaction
involving the Company or any of its subsidiaries or joint
ventures or any of their respective securities.
During the term of the Agreement, FrontFour is also subject to
certain standstill provisions under the Agreement, including,
subject to certain exceptions, that FrontFour shall not:
certain standstill provisions under the Agreement, including,
subject to certain exceptions, that FrontFour shall not:
|
make, engage in or participate in an solicitation of
proxies or consents; |
|
deposit any securities of the Company in any voting trust
or similar arrangement; |
|
own in excess of 9.9% of the Companys common stock;
|
|
effect, propose, participate in or facilitate any tender or
exchange offer, merger, amalgamation, consolidation, acquisition, scheme, arrangement, business combination, recapitalization, reorganization, sale or acquisition of |
material assets, liquidation, dissolution or other extraordinary
transaction involving the Company or any of its subsidiaries;
transaction involving the Company or any of its subsidiaries;
|
engage in any short selling of the Companys securities;
|
|
call or seek to call any meeting of stockholders;
|
|
seek representation on the Board, except as set forth in
the Agreement; |
|
seek the removal of any member of the Board;
|
|
make a request for any stockholder list or other Company
books and records; |
|
take any action in support of or make any proposal or
request that constitutes: |
|
advising, controlling, changing or influencing the Board or
management of the Company, including any plans or proposals to change the number or term of directors or to fill any vacancies on the Board; |
|
any material change in the capitalization, dividend policy
or stock repurchase programs and practices of the Company; |
|
any other material change in the Companys management,
business or corporate structure; or |
|
seeking to have the Company waive or make amendments or
modifications to its Amended and Restated Articles of Incorporation or Amended and Restated Bylaws, or other actions that may impede or facilitate the acquisition of control of the Company by any person; |
|
encourage a third party to do any of the foregoing; or
|
|
commence, encourage or support any derivative action in the
name of the Company, or any class action against the Company. |
Under the Agreement, the Company and FrontFour have also agree to
mutual non-disparagement provisions.
mutual non-disparagement provisions.
The Company has agreed to reimburse FrontFour for up to $80,000
of its reasonable and documented expenses in connection with the
negotiation and entry of the Agreement.
of its reasonable and documented expenses in connection with the
negotiation and entry of the Agreement.
The Agreement terminates on the date that is twenty calendar days
prior to the expiration of the advance notice period for the
submission by stockholders of director nominations for the
Companys 2018 annual meeting of stockholders.
prior to the expiration of the advance notice period for the
submission by stockholders of director nominations for the
Companys 2018 annual meeting of stockholders.
The description of the Agreement set forth herein does not
purport to be complete and is qualified in its entirety by
reference to the Agreement, which is filed as Exhibit 10.1 to
this Form 8-K.
purport to be complete and is qualified in its entirety by
reference to the Agreement, which is filed as Exhibit 10.1 to
this Form 8-K.
|
Item 5.02
|
Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers. |
In connection with the Agreement described in Item 1.01 of this
Form 8-K, effective as of May 12, 2017, the Board appointed Simon
M. Turner as a class I director and Emanuel R. Pearlman as a
class II director to the Board, to serve until their respective
successors are duly elected and qualified. The appointments of
Messrs. Turner and Pearlman increases the number of directors on
the Board to ten. Upon due consideration of the Companys
Corporate Governance Guidelines, the relevant rules promulgated
by the New York Stock Exchange and the Securities and Exchange
Commission, and all relevant facts and circumstances known to the
Board, the Board determined that each of Messrs. Turner and
Pearlman is independent as defined by such rules and guidelines
and that Mr. Turner meets all applicable criteria to serve on the
Boards Nominating and Corporate Governance Committee. Following
such determination, Mr. Turner was appointed to the Boards
Nominating and Corporate Governance Committee and Mr. Pearlman
was appointed to the Boards Strategic Review Committee.
Form 8-K, effective as of May 12, 2017, the Board appointed Simon
M. Turner as a class I director and Emanuel R. Pearlman as a
class II director to the Board, to serve until their respective
successors are duly elected and qualified. The appointments of
Messrs. Turner and Pearlman increases the number of directors on
the Board to ten. Upon due consideration of the Companys
Corporate Governance Guidelines, the relevant rules promulgated
by the New York Stock Exchange and the Securities and Exchange
Commission, and all relevant facts and circumstances known to the
Board, the Board determined that each of Messrs. Turner and
Pearlman is independent as defined by such rules and guidelines
and that Mr. Turner meets all applicable criteria to serve on the
Boards Nominating and Corporate Governance Committee. Following
such determination, Mr. Turner was appointed to the Boards
Nominating and Corporate Governance Committee and Mr. Pearlman
was appointed to the Boards Strategic Review Committee.
Under the terms of the Agreement, the Company has agreed to
include Mr. Turner on the Companys slate of director nominees
standing for election at the 2017 Annual Meeting and recommend
and solicit proxies for the election of Mr. Turner at the 2017
Annual Meeting in the same manner as for the other nominees
nominated by the Board at the 2017 Annual Meeting.
include Mr. Turner on the Companys slate of director nominees
standing for election at the 2017 Annual Meeting and recommend
and solicit proxies for the election of Mr. Turner at the 2017
Annual Meeting in the same manner as for the other nominees
nominated by the Board at the 2017 Annual Meeting.
Messrs. Turner and Pearlman are expected to enter into our
standard indemnification agreement and receive the standard
compensation paid to our non-employee directors as disclosed in
our 2016 Proxy Statement under the caption Compensation of
Executive OfficersDirector Compensation.
standard indemnification agreement and receive the standard
compensation paid to our non-employee directors as disclosed in
our 2016 Proxy Statement under the caption Compensation of
Executive OfficersDirector Compensation.
Neither of Messrs. Turner and Pearlman has been involved in any
related party transactions with us as defined by Item 404(a) of
Regulation S-K promulgated to the Securities and Exchange Act of
1934, as amended, or our Related Person Transaction Policy.
related party transactions with us as defined by Item 404(a) of
Regulation S-K promulgated to the Securities and Exchange Act of
1934, as amended, or our Related Person Transaction Policy.
The description of the Agreement set forth herein does not
purport to be complete and is qualified in its entirety by
reference to the Agreement, which is filed as Exhibit 10.1 to
this Form 8-K.
purport to be complete and is qualified in its entirety by
reference to the Agreement, which is filed as Exhibit 10.1 to
this Form 8-K.
|
Item 7.01
|
Regulation FD Disclosure.
|
On May 12, 2017, the Company and the Front Four Group issued a
joint press release announcing the entry into the Agreement and
the appointment of Messrs. Turner and Pearlman to the Board. A
copy of this press release is furnished as Exhibit 99.1 hereto.
joint press release announcing the entry into the Agreement and
the appointment of Messrs. Turner and Pearlman to the Board. A
copy of this press release is furnished as Exhibit 99.1 hereto.
The information in this Item 7.01 is being furnished to Item 7.01
of Form 8-K and shall not be deemed to be filed for purposes of
Section 18 of the Exchange Act, or otherwise subject to the
liabilities of that section, nor shall it be deemed to be
incorporated by reference in any filing made by the Company under
the Securities Act or the Exchange Act, except as shall be
expressly set forth by specific reference in such a filing.
of Form 8-K and shall not be deemed to be filed for purposes of
Section 18 of the Exchange Act, or otherwise subject to the
liabilities of that section, nor shall it be deemed to be
incorporated by reference in any filing made by the Company under
the Securities Act or the Exchange Act, except as shall be
expressly set forth by specific reference in such a filing.
|
Item 9.01
|
Financial Statements and Exhibits.
|
|
Exhibit Number
|
Description
|
|
|
10.1
|
Agreement, dated as of May 12, 2017, by and among
ClubCorp Holdings, Inc., FrontFour Capital Group LLC and certain of its affiliates, and Emanuel R. Pearlman. |
|
|
99.1
|
Press Release, dated May 12, 2017.
|
About ClubCorp Holdings, Inc. (NYSE:MYCC)
ClubCorp Holdings, Inc. is a membership-based leisure company. The Company is the owner-operator of private golf and country clubs, and business, sports and alumni clubs in North America. The Company’s segments include Golf and Country Clubs; Business, Sports and Alumni Clubs, and Other. The Company’s Golf and country club operations consist of private country clubs, golf clubs and public golf facilities. The Company’s Business, sports and alumni club operations consist of business clubs, business/sports clubs, sports clubs and alumni clubs. The Company’s portfolio of approximately 210 owned or operated clubs, with over 183,000 memberships, served over 430,000 individual members. Its facilities are located in approximately 30 states of the United States, including California, Georgia, Arizona, Nevada, Colorado, Ohio, Kansas, North Carolina, New York and Florida; the District of Columbia in the United States; Cozumel and Puerto Vallarta in Mexico, and Beijing and Hangzhou in China. ClubCorp Holdings, Inc. (NYSE:MYCC) Recent Trading Information
ClubCorp Holdings, Inc. (NYSE:MYCC) closed its last trading session up +0.10 at 13.00 with 598,707 shares trading hands.
