RESONANT INC. (NASDAQ:RESN) Files An 8-K Entry into a Material Definitive AgreementItem 1.01 Entry Into a Material Definitive Agreement.
On April1, 2018, Resonant Inc. (the “Company”) entered into a settlement agreement (the “Settlement Agreement”) with Park City Capital Offshore Master,Ltd., Park City Capital, LLC, and Michael J. Fox (collectively, “Park City Capital”) to settle the proxy contest pertaining to the election of directors to the Company’s Board of Directors (the “Board”) at the Company’s 2018 annual meeting of stockholders (the “2018 Annual Meeting”). The Settlement Agreement provides, among other things:
· The Company has agreed to nominate new directors Brett Conrad, Alan Howe, Jack Jacobs, and Josh Jacobs, along with incumbent directors George Holmes, John Major, Janet Cooper, Jean Rankin and Michael Fox, for election to the Board at the 2018 Annual Meeting. Robert Hammond, Thomas Joseph and Richard Kornfeld will not be nominated by the Company for re-election to the Board at the 2018 Annual Meeting.
· Park City Capital has agreed to withdraw its notice of nominees to be elected to the Board at the 2018 Annual Meeting and to immediately cease all efforts related to its own proxy solicitation. In addition, Park City Capital has agreed to appear in person or by proxy at the 2018 Annual Meeting and vote all of the shares of Common Stock of the Company beneficially owned by Park City Capital for all of the directors nominated by the Company for election.
· The Company has agreed to appoint at least one of Michael Fox or Alan Howe to serve on each of the Audit Committee, Compensation Committee and Nominating and Governance Committee of the Board, to serve until the Company’s 2019 annual meeting of stockholders (the “2019 Annual Meeting”), subject to their eligibility to serve in such capacity to applicable law and the rulesof the Nasdaq Stock Market.
· Park City Capital has agreed to observe normal and customary standstill provisions during the period beginning on the date of the Settlement Agreement until (i)the date that is thirty days prior to the date of the nomination deadline under the Company’s Amended and Restated Bylaws (the “Nomination Deadline”) for directors in connection with the 2019 Annual Meeting or (ii)if the slate of directors to be nominated by the Company for election at the 2019 Annual Meeting includes three directors designated by Park City Capital (without any obligation to so designate), the date that is thirty days prior to the Nomination Deadline for directors in connection with the Company’s 2020 annual meeting of stockholders. The standstill provisions provide, among other things, that Park City Capital will not engage in any solicitation of proxies or consents or become a participant in a solicitation of proxies or consents with respect to securities of the Company.
· The Company has agreed to reimburse Park City Capital for legal, proxy advisory and other fees and expenses incurred in connection with, relating to or resulting from Park City Capital’s proxy contest, in the aggregate amount of $75,000.
The foregoing summary of the Settlement Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Settlement Agreement, a copy of which is attached hereto as Exhibit10.1 and is incorporated herein by reference.
Item 8.01 Other Events.
On April2, 2018, the Company issued a press release relating to the Settlement Agreement, a copy of which is attached hereto as Exhibit99.1 and is incorporated herein by reference.
