, Inc. (NYSE:CRCM) Files An 8-K Entry into a Material Definitive Agreement, Inc. (NYSE:CRCM) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01. Entry into a Material Definitive Agreement

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As previously disclosed in the Form 8-K filed with the Securities and Exchange Commission by, Inc. (the “Company”) on March 17, 2016, on March 11, 2016, in connection with the election of Chet Kapoor to the Board of Directors (the “Board”) of the Company, the Company entered into an agreement (the “Agreement”) with Tenzing Global Management LLC, Tenzing Global Investors LLC, Tenzing Global Investors Fund I LP and Mr. Kapoor (collectively, “Tenzing Global”).

to the Agreement, Tenzing Global agreed that until the date which is 45 days prior to the deadline of the submission of stockholder nominations for the 2017 Annual Meeting (the “Standstill Period”), Tenzing Global would not, among other things, (i) nominate any person for election as a director in furtherance of a contested solicitation, or otherwise bring any business or proposals before a stockholders’ meeting; (ii) acquire in excess of 15% of the Company’s then outstanding shares of common stock (the “Common Stock”) or (iii) seek, propose, or make any proposal relating to a merger, acquisition or other type of business combination for the Company (the “Standstill Provision”). Tenzing Global further agreed that, until the expiration of the Standstill Period, Tenzing Global would vote all of the shares of Common Stock it beneficially owns (i) for the election of each of the Company’s director nominees and (ii) otherwise in accordance with the Board’s recommendation on any proposal not related to any business combination transaction involving the Company, its subsidiaries or its business (the “Voting Provision”).

On February 26, 2019, in connection with the Board’s anticipated nomination of Mr. Kapoor to stand for election as a Class III director at the Company’s 2019 annual meeting of stockholders (the “2019 Annual Meeting”), Mr. Kapoor, on behalf of himself and Tenzing Global, by email to the Board’s lead independent director (the “Email Agreement”), agreed to abide by the Standstill Provision and the Voting Provision until the earlier of February 26, 2020 and the date that is 10 days prior to the deadline for stockholders to nominate directors for election at the Company’s 2020 annual meeting of stockholders. In addition, Mr. Kapoor agreed that if at any time following such period he no longer intends to comply with the Standstill Provision or the Voting Provision, he will promptly offer to resign from the Board.

The foregoing description of the terms and conditions of the Email Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Email Agreement, a copy of which is attached hereto as Exhibit 10.1 and 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 February 21, 2019, Diane Musi tendered her resignation as the General Counsel and Corporate Secretary of the Company, such resignation to be effective on May 1, 2019. Ms. Musi’s successor has been determined, and Ms. Musi will assist in the transition of the General Counsel and Corporate Secretary roles until her departure from the Company.

On February 27, 2019, Laela Sturdy, a current member of the Board, advised the Company that she will not stand for re-election as a Class III director at the 2019 Annual Meeting and CapitalG (defined below) provided notice to the Company that it was waiving its rights to Section 4.4 of the Investment Agreement (defined below) to nominate and elect a director to the Board in connection with the 2019 Annual Meeting. Ms. Sturdy will maintain her committee memberships through the 2019 Annual Meeting. Her decision was not due to any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. Ms. Sturdy has served on the Board in connection with the Investment Agreement (the “Investment Agreement”), dated June 29, 2016, between CapitalG LP (formerly Google Capital 2016, L.P.) (“CapitalG”) and the Company, which was previously disclosed in the Company’s Form 8-K filed with the Securities and Exchange Commission on June 29, 2016.

Item 9.01. Financial Statements and Exhibits

(d) Inc Exhibit
EX-10.1 2 ex101-emlagreement.htm EXHIBIT 10.1 Exhibit From: Chet KapoorSent: Tuesday,…
To view the full exhibit click here

About, Inc. (NYSE:CRCM), Inc. is an online marketplace for finding and managing family care. The Company has approximately 18.4 million members, including over 10.3 million families and approximately 8.1 million caregivers, spanning over 20 countries. Its consumer matching solutions allow families to search for, qualify, vet, connect with and select caregivers. It also provides caregivers with solutions to create personal profiles, describe their skills and experience, and otherwise differentiate and market themselves in a fragmented marketplace. In addition to consumer matching solutions, the Company offers its members products and services to facilitate their interaction with caregivers. The Company serves employers by providing access to certain of its products and services to employer-sponsored families. In addition, the Company serves care-related businesses, such as day care centers, nanny agencies and home care agencies.

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