Alight, Inc. Announces Material Agreement and Officer Changes

Ticker: ALIT · Form: 8-K · Filed: May 6, 2024 · CIK: 1809104

Sentiment: neutral

Topics: material-agreement, officer-changes, director-changes

TL;DR

Alight just signed a big deal and shuffled some execs/directors. Watch this space.

AI Summary

Alight, Inc. announced on May 5, 2024, the entry into a material definitive agreement and changes in its board of directors and executive officers. The company also disclosed compensatory arrangements for certain officers and provided a Regulation FD disclosure. The filing details these significant corporate events and updates.

Why It Matters

This filing signals significant corporate actions at Alight, Inc., including new agreements and potential leadership shifts, which could impact the company's strategic direction and operational execution.

Risk Assessment

Risk Level: medium — Material definitive agreements and changes in directors/officers can indicate strategic shifts or internal restructuring, carrying inherent business risks.

Key Players & Entities

FAQ

What is the nature of the material definitive agreement entered into by Alight, Inc.?

The filing indicates the entry into a material definitive agreement, but the specific details of this agreement are not provided in the provided text.

What specific changes occurred regarding Alight, Inc.'s directors or officers?

The filing reports the departure of directors or certain officers, the election of directors, and the appointment of certain officers.

When was the earliest event reported in this 8-K filing?

The earliest event reported in this filing occurred on May 05, 2024.

What is Alight, Inc.'s state of incorporation and fiscal year end?

Alight, Inc. is incorporated in Delaware and its fiscal year ends on December 31.

What was Alight, Inc.'s former company name prior to July 7, 2021?

Prior to July 7, 2021, Alight, Inc. was formerly known as Alight Group, Inc.

Filing Stats: 2,444 words · 10 min read · ~8 pages · Grade level 15.7 · Accepted 2024-05-06 08:05:48

Key Financial Figures

Filing Documents

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On May 6, 2024, Alight, Inc., a Delaware corporation (the "Company"), announced its entry into a cooperation agreement (the "Cooperation Agreement") with Starboard Value and Opportunity Master Fund, Ltd. (together with its affiliates, "Starboard"). The Company and Starboard are each herein referred to as a "party" and collectively, the "parties." Pursuant to the Cooperation Agreement, the Board of Directors (the "Board") of the Company (i) increased the size of the Board from nine (9) to eleven (11) directors, (ii) appointed Dave Guilmette as a Class I director of the Board with a term expiring at the 2025 annual meeting of shareholders (the "2025 Annual Meeting") and Coretha Rushing as a Class III director of the Board in the class with a term expiring at the 2024 annual meeting of stockholders (the "2024 Annual Meeting"), and (iii) appointed Coretha Rushing to the Compensation Committee of the Board. The Cooperation Agreement further provides, among other things, that: Starboard irrevocably withdraws its director nominations with respect to the 2024 Annual Meeting; following the appointment of Dave Guilmette and Coretha Rushing until the conclusion of the 2024 Annual Meeting, the size of the Board shall not exceed eleven (11) directors, subject to the Board's fiduciary duties under applicable law, without Starboard's prior written consent, provided that the size of the Board may be increased to twelve (12) directors to accommodate the appointment of an additional independent director to the Board; following the conclusion of the 2024 Annual Meeting, the size of the Board shall not exceed ten (10) directors during the Standstill Period (as defined below), subject to the Board's fiduciary duties under applicable law, without Starboard's prior written consent, provided that the size of the Board may be increased to eleven (11) directors to accommodate the appointment of an additional independent direct

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. A copy of the press release announcing the Company's entry into the Cooperation Agreement is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

01 Other Events

Item 8.01 Other Events. The Company anticipates that it will hold the 2024 Annual Meeting more than 30 days from the anniversary of the 2023 annual meeting of stockholders (the "2023 Annual Meeting"). As a result, the deadline for stockholders to submit proposals pursuant to Rule 14a-8 under the Securities and Exchange Act of 1934, as amended (the "Exchange Act"), as set forth in the Company's definitive proxy statement for its 2023 Annual Meeting is no longer effective. Further details about the 2024 Annual Meeting, including the date and location, will be set forth in the Company's definitive proxy statement for the 2024 Annual Meeting. If a stockholder wishes to submit a proposal pursuant to Rule 14a-8 under the Exchange Act, such proposal must be received by the Secretary of the Company at its principal executive office no later than the close of business on May 16, 2024. Such stockholder must otherwise comply with the requirements of Rule 14a-8 in order for the proposal to be considered for inclusion in the Company's proxy materials for the 2024 Annual Meeting.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description of Exhibit 10.1 Cooperation Agreement, dated May 5, 2024, by and between Alight, Inc. and Starboard Value and Opportunity Master Fund, Ltd. 99.1 Press Release, dated May 6, 2024 104.1 Cover Page Interactive Data File (embedded within the Inline XBRL document) Important Additional Information and Where to Find It The Company intends to file a proxy statement on Schedule 14A and other relevant documents with the SEC in connection with such solicitation of proxies from the Company's stockholders for the Company's 2024 Annual Meeting. THE COMPANY'S STOCKHOLDERS ARE STRONGLY ENCOURAGED TO READ THE COMPANY'S DEFINITIVE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO), THE ACCOMPANYING PROXY CARD, AND ALL OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and stockholders may obtain a copy of the definitive proxy statement, any amendments or supplements to the definitive proxy statement and other documents filed by the Company with the SEC at no charge at the SEC's website at www.sec.gov. Copies will also be available at no charge by clicking the "SEC Filings" link in the "Investors" section of the Company's website, investor.alight.com , or by contacting investor.relations@alight.com as soon as reasonably practicable after such materials are electronically filed with, or furnished to, the SEC. Participants in the Solicitation Information about the names of the Company's directors and officers, their respective interests in the Company by security holdings or otherwise, and their respective compensation is set forth in the sections entitled "Election of Directors," "Executive Officers," "Security Ownership of Certain Beneficial Owners and Management," "Director Compensation," and "Executive Compensation" of the Company's Proxy Statement on Schedule

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Alight, Inc. Date: May 6, 2024 By: /s/ Martin Felli Martin Felli, Chief Legal Officer and Corporate Secretary

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