Two New Independent Directors to Be Added to the Board
Intends to Engage Third-Party Consultant in Connection with Cost
CHICAGO--(BUSINESS WIRE)--Jul. 30, 2018--
Inc. (NASDAQ: INWK), the leading global marketing execution firm,
today announced that it has entered into an agreement with Engine
Capital, L.P. (“Engine Capital”). As part of the agreement, the Company
confirmed the addition of two new independent directors, Lindsay Corby
and Adam Gutstein, to the Board of Directors (the “Board”). Also, the
Company has agreed to engage a nationally recognized third-party
consultant to review the Company’s entire cost structure in connection
with the Company’s internal cost reduction planning.
“The agreement with Engine Capital reaffirms the Company’s commitment to
excellence in its operations and corporate governance practices,” said
the Company’s Lead Independent Director and next Chairman of the Board,
Jack Greenberg. “In working to generate cost savings and also make a
number of enhancements to our Board of Directors, the Board considered
the interests of all of our stockholders.”
Arnaud Ajdler, Managing Member of Engine Capital, said, “Our
conversations with the Board of Directors and management have to date
been very productive. We applaud the Board for invigorating its
composition with the addition of Lindsay Corby and Adam Gutstein. The
particular skills and experience that these new directors bring to the
table will help InnerWorkings to accomplish rigorous cost-cutting goals,
among other operational objectives. We also welcome the return of an
independent director in the Chairman role. With these changes, including
the future engagement of a nationally-recognized consultant to assist in
the cost-cutting initiative, we believe the Company’s leadership is
taking all the right steps to enhance stockholder value.”
Engine Capital has withdrawn a notice of intention to nominate three
candidates for election at the 2018 Annual Meeting of Stockholders, and
has agreed to vote its shares in favor of all of the Company’s director
nominees at the Annual Meeting. Additionally, Engine Capital has agreed
to other customary standstill and related provisions.
The complete agreement between the Company and Engine Capital will be
included as an exhibit to the Company’s Current Report on Form 8-K,
which will be filed with the Securities and Exchange Commission (“SEC”).
Additional details regarding the 2018 Annual Meeting of Stockholders
will be included in the Company’s amended definitive proxy materials,
which will also be filed with the SEC.
Sidley Austin LLP is serving as legal advisor to InnerWorkings. Olshan
Frome Wolosky LLP is serving as legal advisor to Engine Capital.
InnerWorkings, Inc. (NASDAQ: INWK) is the leading global marketing
execution firm serving Fortune 1000 brands across a wide range of
industries. As a comprehensive outsourced enterprise solution, the
Company leverages proprietary technology, an extensive supplier network
and deep domain expertise to streamline the production of branded
materials and retail experiences across geographies and formats.
InnerWorkings is headquartered in Chicago, IL and employs 2,100
individuals to support global clients in the execution of multi-faceted
brand campaigns in every major market around the world. InnerWorkings
serves many industries, including: retail, financial services,
hospitality, consumer packaged goods, nonprofit, healthcare, food &
beverage, broadcasting & cable, automotive, and transportation. For more
information visit: www.inwk.com.
About Engine Capital
Engine Capital is a value-oriented special situations fund that invests
both actively and passively in companies undergoing changes.
This release contains statements relating to future results. These
statements are forward-looking statements under the federal securities
laws. We can give no assurance that any future results discussed in
these statements will be achieved. Any forward-looking statements
represent our views only as of today and should not be relied upon as
representing our views as of any subsequent date. These statements are
subject to a variety of risks and uncertainties that could cause our
actual results to differ materially from the statements contained in
this release. For a discussion of important factors that could affect
our actual results, please refer to our SEC filings, including the “Risk
Factors” section of our most recently filed Form 10-K/A.
Additional Information and Where to Find It
The Company, its directors and certain of its executive officers are
participants in the solicitation of proxies from the Company’s
stockholders in connection with the matters to be considered at
Company’s upcoming 2018 Annual Meeting of Stockholders (“Annual
Meeting”). The Company intends to file with the SEC an amended and
restated proxy statement (the “Amended Proxy Statement”)and
proxy card in connection with its solicitation of proxies from the
Company’s stockholders for the Annual Meeting. STOCKHOLDERS OF THE
COMPANY ARE STRONGLY ENCOURAGED TO READ THE AMENDED PROXY STATEMENT
(INCLUDING ANY SUPPLEMENTS OR AMENDMENTS THERETO), THE ACCOMPANYING
PROXY CARD AND ANY OTHER RELEVANT DOCUMENTS THAT THE COMPANY FILES WITH
THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION. Detailed information regarding the identity of
participants and their direct or indirect interests, by security
holdings or otherwise, will be set forth in the Amended Proxy Statement.
To the extent holdings of such participants in the Company’s securities
may change after the filing of the Amended Proxy Statement, such changes
will be reflected on Initial Statements of Beneficial Ownership on Form
3 or Statements of Change in Ownership on Form 4 filed with the SEC and
available on the ‘investor relations’ section of the Company’s website
Additional details concerning the Board’s nominees for the Annual
Meeting will be set forth in the Amended Proxy Statement and other
materials to be filed with the SEC in connection with the Annual
Meeting. Stockholders will be able to obtain a copy of the Amended Proxy
Statement, any supplements or amendments thereto and other documents
filed by the Company with the SEC for no charge at the SEC’s website at http://www.sec.gov.
Copies can also be obtained at no charge on the ‘investor relations’
section of the Company’s website at http://investor.inwk.com,
by writing to the Company at Investor Relations, InnerWorkings, Inc.,
600 West Chicago Avenue, Chicago, IL 60654, or by calling Bridget Freas,
Vice President, Finance and Investor Relations, at (312) 589-5613.
View source version on businesswire.com: https://www.businesswire.com/news/home/20180730005403/en/
Source: InnerWorkings, Inc.
Bridget Freas, 312-589-5613