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Under the terms of the Cooperation Agreement, the Company's Board of Directors (the "Board" or "GEE Directors") will increase the size of Board from seven to nine directors and appoint two new independent directors, David Sandberg and J. Randall Waterfield ("Randy"), to serve as Class I and Class II directors, respectively, filling the newly created vacancies on the Board. In addition, the Board will nominate Mr. Sandberg for election to the Board at the Company's 2023 Annual Meeting of Shareholders (the "2023 Annual Meeting") and will nominate Mr. Waterfield for election to the Board at the Company's 2024 Annual Meeting of Shareholders.
The Cooperation Agreement is the latest step that the Company has taken to demonstrate its commitment to maintaining strong corporate governance. The Nominating Committee of the Board has elected Thomas Vetrano as Lead Independent Director ("LID") of the Board, and the Company has agreed to maintain the LID position during the term of the Cooperation Agreement. Additionally, per terms of the Cooperation Agreement, the Board will engage an investment bank or consulting firm to assist in evaluating strategic opportunities to maximize shareholder value.
Posted In: JOB
