Del Frisco’s Restaurant Group, Inc announced that its board of directors executed a Cooperation Agreement with Engaged Capital, LLC, Del Frisco’s third largest shareholder. The company also announced that it is terminating the short-term shareholder rights plan that it adopted in December 2018 after observing unusual and substantial activity in its shares.
The terms of the Cooperation Agreement include the appointment of Joe Reece to the Board, which will be expanded by one member to seven directors, and as the Chairman of the Transaction Committee that is overseeing the company’s previously-announced review of strategic alternatives. Reece will be a Class III director, with a term lasting until the company’s 2021 Annual Meeting of Shareholders.
In addition, Engaged Capital has agreed to certain standstill and voting commitments beginning on the date of the Cooperation Agreement and ending after the completion of the company’s 2019 Annual Meeting of Shareholders. Engaged Capital will vote all of its shares in favor of the company’s nominees and other proposals at any meeting of the company’s shareholders during the cooperation period, subject to certain exceptions.
“We are pleased to welcome Joe to the Board. He brings considerable financial experience and will complement the diverse skillsets and backgrounds of our current Board members,” says Ian Carter, chairman of the board. “We are confident that the insight that Joe will bring in his role as Chairman of the Transaction Committee, and to the Board generally, will be invaluable as we move forward with the company’s previously announced review of strategic alternatives.”
“Joe will bring a new perspective to the boardroom and support the company’s efforts to drive growth and enhance shareholder value,” Norman Abdallah, Chief Executive Officer of Del Frisco’s, says. “We look forward to furthering our constructive relationship with Engaged Capital. Under the Cooperation Agreement, we are terminating the rights plan well before its scheduled expiration, which we believe is in the best interests of the company and all of its shareholders.”
Glenn W. Welling, the founder and Chief Investment Officer of Engaged Capital, adds, “I am pleased to have reached this agreement as part of a constructive dialogue with Del Frisco’s. In addition to his decades of experience working inside boardrooms, Joe Reece brings exceptional experience in investment banking and the capital markets to Del Frisco’s which will be instrumental as the Board evaluates the various opportunities available to maximize value for all shareholders.”
Joe Reece has over 30 years of experience as a business leader. His experience working with executives at corporations, financial sponsors, and institutional investors, as well as serving on several public company boards, will bring an added dimension to the Board.
Reece is the Founder and Chief Executive Officer of Helena Capital. Reece previously served as Executive Vice Chairman and Head of the Investment Bank for the Americas at UBS Group AG from 2017-2018 as well as serving on the board of UBS Securities, LLC. Reece also held numerous leadership roles at Credit Suisse Group AG from 1997-2015, including most recently as Global Head of Equity Capital Markets. Earlier in his career, he worked as a Corporate Attorney at Skadden Arps and Streich Lang. Reece also served as Special Counsel and Attorney at the United States Securities and Exchange Commission (“SEC”).
Reece currently serves as the Chair of the Audit Committee at Boxwood Merger Corporation and is a Member of the Compensation and Audit Committees at RumbleOn, Inc. He previously served as Chair of the Special Committee and Member of the Executive Committee at CST Brands, Inc., as well as Chair of the Special Committee and Member of the Audit Committee at LSB Industries, Inc.
Reece holds degrees from the University of Akron and Georgetown University Law Center.
The complete agreement between thecompany and Engaged Capital, as well as the amendment to the shareholder rights plan, will be included in a Form 8-K to be filed with the SEC.