Insignia Systems, Inc. (NASDAQ:ISIG) Files An 8-K Entry into a Material Definitive AgreementItem 1.01. Entry into a Material Definitive Agreement.
On May 17, 2018, Insignia Systems, Inc. (the “Company”) entered into a Cooperation Agreement (the “Agreement”) with Nick Swenson (“Swenson”), Air T, Inc. (“Air T”), and Groveland Capital LLC (together with Swenson and Air T, the “Shareholder Group”).
On the same date, to the terms of the Agreement, the Company: (i) increased the size of the Company’s board of directors (the “Board”) to six and (ii) appointed Suzanne L. Clarridge and Loren A. Unterseher (collectively, the “New Directors”) to serve as additional directors. F. Peter Zaballos retired from the Board and all committees. Steven Zenz announced his retirement from the Board to be effective as of the Company’s 2019 annual meeting of shareholders. The Company and the Shareholder Group have agreed to collaboratively identify and appoint a replacement for Mr. Zenz in 2019, should the Board decide to do so.
With respect to the 2018 Annual Meeting, the Shareholder Group agreed to, among other things, vote in favor of the Company’s director nominees and in accordance with the Board’s recommendation on all other proposals, unless Institutional Shareholder Services recommends otherwise. to the Agreement, the Company will submit a proposal for disinterested shareholders to determine, under Minnesota’s Control Share Acquisition Act, whether to restore voting rights to those shares held by the Shareholder Group and its affiliates above 20% of the Company’s outstanding shares.
The Shareholder Group has agreed to certain customary standstill provisions, effective as of the date of the Agreement through 60 days prior to the expiration of the applicable notice period specified in the Company’s Bylaws related to the nominations of directors at its 2020 annual meeting of shareholders.
The foregoing does not purport to be a complete summary of the terms of the Agreement and is qualified by reference to the full text of the Agreement, which is provided as Exhibit 10.1 to this report and is 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.
The disclosure in Item 1.01 regarding the retirement of Mr. Zaballos, pending retirement of Mr. Zenz and elections of Ms. Clarridge and Mr. Unterseher is incorporated into this Item 5.02. Ms. Clarridge will initially serve as a member of the Board’s Governance, Compensation and Nominating Committee and Mr. Unterseher will initially serve as a member of the Board’s Audit committee.
Other than as described in Item 1.01 above, there are no arrangements or understandings between any of the New Directors and any other person to which they were selected as directors.
Item 7.01. Regulation FD Disclosure.
On May 18, 2018, the Company issued a press release announcing the foregoing actions, the text of which is furnished as Exhibit 99.1 to this report and is incorporated herein by reference.
The information contained in this Item 7.01 and Exhibit99.1 is being furnished, and shall not be deemed “filed” for purposes of Section18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under Section18. Furthermore, the information contained in Exhibit99.1 shall not be deemed to be incorporated by reference into our filings under the Securities Act of 1933, as amended, or the Exchange Act.
Item 9.01. Financial Statements and Exhibits.
INSIGNIA SYSTEMS INC/MN ExhibitEX-10.1 2 a2018_0518exh101.htm EXHIBIT 10.1 Blueprint Exhibit 10.1 COOPERATION AGREEMENT This Cooperation Agreement,…To view the full exhibit click here
About Insignia Systems, Inc. (NASDAQ:ISIG)
Insignia Systems, Inc. (Insignia) is a developer and marketer of in-store products, programs and services for consumer goods manufacturers and retail partners drive sales at the point of purchase. The Company’s products include the Insignia Point-of-Purchase Services (POPS) in-store marketing program, thermal sign card supplies for the Company’s Impulse Retail System, laser printable cardstock and label supplies, and The Like Machine. Its POPS program is an account-specific, shelf-edge advertising and promotion tactic. The program allows manufacturers to deliver product information to consumers at the point-of-purchase and to leverage the local retailer brand and store-specific prices to provide a call to action that draws attention to the featured brand and triggers a purchase decision. It focuses on managing a retail network, made up of over 22,000 store locations, for the purpose of providing at-shelf market access for consumer packaged goods manufacturers’ marketing programs.
