Intermolecular, Inc. (IMI) Files An 8-K Entry into a Material Definitive Agreement
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On November 14, 2016, Intermolecular, Inc. (the Company) entered
into a Governance Agreement (the Governance Agreement) by and
between the Company and Raging Capital Management, LLC (the
Investor).As of the date of the Governance Agreement, the
Investor beneficially owned 13,526,205 shares, or approximately
27.3%, of the Companys common stock.
The Company and the Investor determined that it is the best
interest of the Company and its stockholders to enter into
certain governance and other arrangements with respect to the
Investors acquisition of additional shares of the Companys common
stock and the appointment of an additional director to the
Companys board of directors at the Companys 2017 annual meeting
of stockholders. to the Governance Agreement, the Company and
Investor agreed to include in the slate of nominees recommended
by the Board of Directors of the Company (the Board) for election
as directors at the 2017 annual meeting of stockholders of the
Company (the 2017 Annual Meeting) an individual to be designated
by the Investor (the Investor Designee) who will be approved by
the Nominating and Corporate Governance Committee of the Board,
subject to its fiduciary duties, which approval shall not be
unreasonably withheld.The Investor agreed that it will not seek
to elect more than one (1) director to the Board at the 2017
Annual Meeting or otherwise prior to the date that is thirty (30)
calendar days prior to the deadline established to the Companys
bylaws for the submission of stockholder nominations for the 2018
annual meeting of stockholders of the Company.Further, the
Investor agreed to vote at the 2017 Annual Meeting all shares of
common stock of the Company beneficially owned by the Investor
and entitled to be voted at the meeting in favor of the election
of the director nominees, including the Investor Designee,
recommended by the Board.
The Investor and the Company also agreed that the Investor or any
of its affiliates may acquire, at their discretion, up to an
additional 8 million shares of common stock of the Issuer (the
New Shares), in accordance with the Companys insider trading
policy, provided that with respect to the New Shares, at any
general or special meeting of the Companys stockholders, or in
connection with any written consent of the Companys stockholders,
the Investor (and its affiliates, as applicable) will vote all of
the New Shares entitled to be voted at the meeting or execute any
applicable written consent of stockholders in the same proportion
as all shares of common stock of the Company other than those
beneficially owned by the Investor or its affiliates are voted
(or consented, as applicable) with respect to any matter up for
stockholder vote or written consent.
The foregoing description of the terms and conditions of the
Governance Agreement does not purport to be complete and is
qualified in its entirety by reference to the full text of the
Governance Agreement, which is attached as Exhibit 10.1 hereto
and is incorporated herein by reference
.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
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Exhibit |
Description |
About Intermolecular, Inc. (IMI)
