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Subsequent Event
12 Months Ended
Feb. 03, 2024
Subsequent Event.  
Subsequent Event

9. Subsequent Event

As previously disclosed in the Companys Form 8-K filed on February 29, 2024, the Company entered into a Cooperation Agreement (the Cooperation Agreement) with Fund 1 Investments, LLC, a Delaware limited liability company (the Investor) on February 28, 2024.

Pursuant to the Cooperation Agreement, the Company (i) appointed certain individuals as an observer to the Companys Board of Directors to serve as such until the conclusion of the 2024 annual meeting of stockholders (ii) agreed to nominate each of the individuals for election to the Board at the 2024 Annual Meeting; and (iii) accepted the retirement, effective as of the conclusion of the 2024 Annual Meeting, of three incumbent directors. The Cooperation Agreement also gives the Investor, contingent upon the Investor satisfying certain conditions, replacement rights with respect to those new directors. In addition, the Investor agreed to vote all Voting Securities (as defined in the Cooperation Agreement) beneficially owned by it or its affiliates at the 2024 Annual Meeting in accordance with the Boards recommendations with respect to any and all proposals, with limited and specified exceptions.

The Investor also agreed to certain customary standstill provisions prohibiting it from, among other things, (i) soliciting proxies; (ii) advising or knowingly encouraging any person with respect to the voting or disposition of any securities of the Company, subject to limited exceptions; (iii) making public announcements regarding certain transactions involving the Company; and (iv) taking actions to change or influence the Board, management or the direction of certain Company matters; in each case as further described in the Cooperation Agreement. Until the Termination Date (as defined in the Cooperation Agreement), the Company and Investor also agreed to certain mutual non-disparagement provisions.

The Cooperation Agreement will terminate on the date that is the earlier of (i) 30 days prior to the opening of the window for the submission of stockholder director nominations for the Companys 2025 annual meeting of stockholders and (ii) 150 days prior to the one-year anniversary of the 2024 Annual Meeting (the earlier of (i) and (ii), the Termination Date).