On August 21, 2020, Landec Corporation (the “Company”) entered into a Cooperation and Support Agreement (the “Cooperation Agreement”) with Legion Partners Asset Management, LLC and certain related investors (collectively, “Legion Partners”).

to the terms of the Cooperation Agreement, the Company agreed to use its reasonable best efforts to obtain at the Company’s 2020 Annual Meeting of Stockholders (the “2020 Annual Meeting”) the stockholder approval necessary to increase the size of the Company’s Board of Directors (the “Board”) from ten to twelve directors (the “Requisite Approval”), and to nominate Joshua E. Schechter as a candidate for election to the Board at the 2020 Annual Meeting for appointment as a Class 2 director on the Board, to serve until the Company’s 2021 Annual Meeting of Stockholders (the “2021 Annual Meeting”), subject to obtaining the Requisite Approval. If Mr. Schechter is elected, the Company has agreed to elect Mr. Schechter to serve on the Nominating and Corporate Governance Committee of the Board. If the Requisite Approval is not obtained at the 2020 Annual Meeting, the Cooperation Agreement will terminate.

Legion Partners shall be required, at the 2020 Annual Meeting, to vote all of their beneficially owned shares of Company common stock in favor of the election of directors nominated by the Board, against any proposals to remove such directors, against any nominees that have not been recommended by the Board, and in favor of the Requisite Approval. In addition, the Cooperation Agreement provides for certain “standstill” provisions that restrict Legion Partners, its affiliates and certain of its representatives from, among other things, engaging in any solicitation of proxies or written consents with respect to the voting securities of the Company or acquiring any securities of the Company that would result in Legion Partners having beneficial ownership of more than 15.0% of the Company’s common stock. The standstill provisions expire thirty days prior to the deadline for the submission of stockholder nominations for directors for the 2021 Annual Meeting to the Amended and Restated Bylaws of the Company, as such may be amended from time to time. The Cooperation Agreement will also automatically terminate if the Company enters into a definitive agreement for a transaction that would constitute a Change of Control (as defined in the Cooperation Agreement).

The foregoing description of the Cooperation Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Cooperation Agreement, which is filed as Exhibit 10.1 hereto 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

(b) On August 20, 2020, Mr. Fredrick Frank, a Director on the Board notified the Company that he will not stand for reelection to the Board at the Annual Meeting and will be retiring from the Board of Directors of the Company effective on such Annual Meeting. Mr. Frank’s retirement was not due to a disagreement with the Company.

Item 7.01. Regulation FD Disclosure

On August 24, 2020, the Company issued a press release announcing, among other things, its nominees for election to the Board at the 2020 Annual Meeting, Mr. Frank’s decision not to stand for reelection to the Board and the entry into the Cooperation Agreement. A copy of this press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The information in this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits

(d) Exhibit.

The following exhibits are filed or furnished, as applicable, as part of this report:

LANDEC CORP \CA\ Exhibit
EX-10.1 2 ex101cooperationandsup.htm EX-10.1 DocumentExhibit 10.1COOPERATION AND SUPPORT AGREEMENTThis COOPERATION AND SUPPORT AGREEMENT (the “Agreement”),…
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About LANDEC CORPORATION (NASDAQ:LNDC)

Landec Corporation designs, develops, manufactures and sells a range of health and wellness products for food and biomaterials markets. The Company licenses technology applications to partners. The Company operates through three segments: Packaged Fresh Vegetables, Food Export and Biomaterials. The Packaged Fresh Vegetables segment markets and packs specialty packaged whole and fresh-cut fruit and vegetables, the majority of which incorporate the BreatheWay specialty packaging for the retail grocery, club store and food services industry. The Food Export segment is engaged in the purchase and sale of whole commodity fruit and vegetable products primarily to Asia. The Biomaterials segment sells products utilizing hyaluronan, a polysaccharide that is distributed in the extracellular matrix of connective tissues in both animals and humans, and non-hyaluronan (HA) products for medical use primarily in the ophthalmic, orthopedic and other markets.