Starboard Value LP Amends Alight Stake Filing

TL;DR

Starboard Value LP updated its Alight stake filing on 5/6/24. Watch this space.

AI Summary

Starboard Value LP, an investment firm led by Jeffrey C. Smith, has filed an amendment (No. 2) to its Schedule 13D regarding Alight, Inc. The filing, dated May 6, 2024, indicates a change in beneficial ownership. Starboard Value LP previously held shares in Alight, Inc. under its former names Alight Group, Inc. and Foley Trasimene Acquisition Corp.

Why It Matters

This filing signals potential shifts in major shareholder influence or strategy for Alight, Inc., which could impact its stock performance and corporate direction.

Risk Assessment

Risk Level: medium — Changes in beneficial ownership filings can indicate activist investor activity or strategic shifts, which carry inherent market risks.

Key Numbers

• 20240506 — Filing Date (Indicates the date of the latest amendment to the filing.)

Key Players & Entities

• Starboard Value LP (company) — Filing entity
• Jeffrey C. Smith (person) — Key individual at Starboard Value LP
• Alight, Inc. (company) — Subject company
• Alight Group, Inc. (company) — Former name of subject company
• Foley Trasimene Acquisition Corp. (company) — Former name of subject company

FAQ

Key Financial Figures

• $0.0001 — ssuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securiti

Filing Documents

• sc13da206297352_05062024.htm (SC 13D/A) — 514KB
• ex991to13da206297352_050624.htm (EX-99.1) — 108KB
• ex992to13da206297352_050624.htm (EX-99.2) — 9KB
• 0000921895-24-001042.txt ( ) — 633KB

Identity and Background

Item 2. Identity and Background .

is hereby amended

Item 2 is hereby amended to add the following: In connection with the Agreement defined and described in Item 4 below, Keith D. Dorsey, Matthew C. Levin, Gavin T. Molinelli and Coretha Rushing are no longer members of the Section 13(d) group and shall cease to be Reporting Persons immediately after the filing of this Amendment No. 2. The remaining Reporting Persons will continue filing as a group statements on Schedule 13D with respect to their beneficial ownership of securities of the Issuer to the extent required by applicable law. Each of the remaining Reporting Persons is party to the Joint Filing Agreement defined and described in Item 6 below.

Purpose of Transaction

Item 4. Purpose of Transaction .

is hereby amended to add

Item 4 is hereby amended to add the following: On May 5, 2024, Starboard Value LP and certain of its affiliates (collectively, “Starboard”) entered into a cooperation agreement with the Issuer (the “Agreement”) regarding the composition of the Issuer’s Board of Directors (the “Board”) and certain other matters. The following description of the Agreement is qualified in its entirety by reference to the Agreement, which is attached as Exhibit 99.1 hereto and is incorporated herein by reference. Pursuant to the terms of the Agreement, the Issuer agreed to increase the size of the Board to eleven (11) directors and appoint Coretha Rushing (the “New Class III Director”) as a Class III director with a term expiring at the Issuer’s 2024 annual meeting of stockholders (the “2024 Annual Meeting”) and Dave Guilmette (the “New Class I Director” and together with the New Class III Director, collectively, the “New Directors”) as a Class I director with a term expiring at the Issuer’s 2025 annual meeting of stockholders (the “2025 Annual Meeting”). The Issuer also agreed, among other things, to (i) nominate the New Class III Director as a Class III director for election to the Board at the 2024 Annual Meeting with a term expiring at the Issuer’s 2027 annual meeting of stockholders and solicit proxies for the election of the New Class III Director at the 2024 Annual Meeting in the same manner as it solicits proxies for the election of the Issuer’s other director nominees, (ii) immediately appoint the New Class III Director to the Compensation Committee of the Board and appoint the New Class I Director to at least one (1) committee of the Board, and (iii) use its reasonable best efforts to hold the 2024 Annual Meeting no later than July 26, 2024. The Issuer further agreed to hold an investor day (the “Investor Day”) on or prior to the later of

Interest in Securities of the Issuer

Item 5. Interest in Securities of the Issuer . Items 5(a) – (c) are hereby amended and restated to read as follows: The aggregate percentage of Shares reported owned by each person named herein is based upon 550,346,093 Shares outstanding, as of April 24, 2024, which is the total number of Shares outstanding as reported in the Issuer’s Amended Annual Report on Form 10-K/A filed with the Securities and Exchange Commission on April 29, 2024. A. Starboard V&O Fund (a) As of the close of business on May 6, 2024, Starboard V&O Fund beneficially owned 22,190,437 Shares. Percentage: Approximately 4.0% (b) 1. Sole power to vote or direct vote: 22,190,437 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 22,190,437 4. Shared power to dispose or direct the disposition: 0 (c) Starboard V&O Fund has not entered into any transactions in the Shares since the filing of Amendment No. 1 to the Schedule 13D. B. Starboard S LLC (a) As of the close of business on May 6, 2024, Starboard S LLC beneficially owned 2,821,540 Shares. Percentage: Less than 1% (b) 1. Sole power to vote or direct vote: 2,821,540 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 2,821,540 4. Shared power to dispose or direct the disposition: 0 (c) Starboard S LLC has not entered into any transactions in the Shares since the filing of Amendment No. 1 to the Schedule 13D. C. Starboard C LP (a) As of the close of business on May 6, 2024, Starboard C LP beneficially owned 2,189,383 Shares. Percentage: Less than 1% 22 CUSIP No. 01626W101 (b) 1. Sole power to vote or direct vote: 2,189,383 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 2,189,383 4. Shared power to dispose or direct the disposition: 0 (c) Starboard C LP has not entered into any transactions in the Shares since the filing of Amendment No. 1 to the Schedule 13D. D. St

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