BENCHMARK ELECTRONICS, INC. (NYSE:BHE) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01. Entry into a Material Definitive Agreement.
On February 25, 2019, Benchmark Electronics, Inc. (“Benchmark”) entered into a cooperation agreement (the “Agreement”) with Engaged Capital, LLC, Glenn W. Welling, Engaged Capital Flagship Master Fund LP, Engaged Capital Flagship Fund, LP, Engaged Capital Flagship Fund, Ltd. and Engaged Capital Holdings, LLC (collectively, “Engaged Capital”). As of the date hereof, Engaged Capital beneficially owns 2,116,559 shares, or approximately 5.2%, of the outstanding common stock of Benchmark, par value of $0.10 per share (the “Common Stock”), based on 40,655,159 shares of Common Stock issued and outstanding on February 22, 2019. The following is a summary of the material terms of the Agreement.
to the Agreement, Engaged Capital may notify Benchmark during the thirty (30) day period following Benchmark’s quarterly earnings announcement for each fiscal quarter ending after Benchmark’s 2019 annual meeting of shareholders (the “2019 Annual Meeting”) and from January 1, 2020 until the date which is fifteen (15) days before the advance notice deadline for Benchmark’s 2020 annual meeting of shareholders of its request that Benchmark’s Board of Directors (the “Board”) appoint Glenn W. Welling to the Board. No current members of the Board will be required to resign from the Board. Following Engaged Capital’s proper written notice, Benchmark will appoint Mr. Welling to the Board following its good faith determination of Mr. Welling’s independence and that his appointment would not conflict with Benchmark’s Corporate Governance Guidelines.
to the Agreement, Engaged Capital has withdrawn the nominations of Mr. Welling, Joseph V. Lash and Tonia Pankopf for election to the Board at the 2019 Annual Meeting. In addition, under the terms of the Agreement Engaged Capital has agreed to vote all of its shares of Common Stock in favor of Benchmark’s nominees at the 2019 Annual Meeting and has agreed to other customary standstill and voting provisions.
Benchmark and Engaged Capital also agreed to mutual non-disparagement obligations.
The foregoing summary of the Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Agreement filed as Exhibit 10.1 to this report and incorporated herein by reference.
On February 26, 2019, Benchmark issued a News Release announcing the Agreement. The News Release is attached as Exhibit 99.1 to this report and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d)Exhibits
10.1Agreement, dated February 25, 2019, by and among Benchmark Electronics, Inc., Engaged Capital, LLC, Glenn W. Welling, Engaged Capital Flagship Master Fund, LP, Engaged Capital Flagship Fund, LP, Engaged Capital Flagship Fund, Ltd. and Engaged Capital Holdings, LLC.
99.1News Release dated February 26, 2019.
BENCHMARK ELECTRONICS INC Exhibit
EX-10.1 2 tv514718_ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 COOPERATION AGREEMENT This Cooperation Agreement (this “Agreement”) is made and entered into as of February 25,…
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About BENCHMARK ELECTRONICS, INC. (NYSE:BHE)
Benchmark Electronics, Inc. is a provider of integrated electronic manufacturing services. The Company provides services to original equipment manufacturers of industrial control equipment, including equipment for the aerospace and defense industry; telecommunication equipment; computers and related products for business enterprises; medical devices, and testing and instrumentation products. It has three segments: the Americas, Asia and Europe. It offers integrated design and manufacturing services. Its operations consist of over three principal areas: manufacturing and assembly operations, including printed circuit boards assemblies and subsystem assembly, box build and systems integration; precision technology manufacturing, which include precision machining, metal joining, assembly and functional testing, and specialized engineering services, and specialized engineering services, such as product design, printed circuit board layout, prototyping, automation and test development.