Cloudera to Add Two Representatives to the Board Parties Implement Standstill Agreement
Cloudera, Inc., the enterprise data cloud company, announced that it has reached a voting and standstill agreement with Carl C. Icahn and certain of his affiliated entities regarding, among other things, the membership and composition of the Company’s Board of Directors and its committees. Based on the Icahn Group’s Schedule 13D filings, the Company believes the Icahn Group beneficially owns 50,343,460 shares, representing approximately 18.36% of the Company’s outstanding common stock.
Under the terms of the Agreement, Cloudera has agreed to appoint Nicholas Graziano and Jesse A. Lynn (the “Icahn Directors”), both of whom are employees of Icahn Enterprises L.P., to the Company’s Board of Directors, effective immediately. Cloudera, which has a classified Board, will appoint Messrs. Graziano and Lynn as Class I directors whose terms expire at the Company’s 2021 annual meeting. Cloudera will also expand the size of its Board of Directors to 10, and has agreed to limit the size of its Board to 10 for the term of the Agreement, though the Company is permitted to increase the size of the Board to 11 to add the Company’s new Chief Executive Officer to the Board upon his or her hiring. Cloudera has also agreed to appoint Mr. Graziano to the Mergers & Acquisitions Committee of the Board and Mr. Lynn to the CEO Search Committee of the Board.
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Under the terms of the Agreement, the Icahn Group has agreed not to nominate any directors at the Company’s 2020 annual meeting of stockholders, to vote all shares of the Company’s common stock beneficially owned by the Icahn Group in favor of the Company’s director nominees, and vote in favor of the Board’s recommendation to ratify the appointment of the Company’s independent auditor at the annual meeting of stockholders in 2020. The Icahn Group will also limit its beneficial ownership of Cloudera securities to 20% of outstanding common stock and abide by customary standstill provisions and voting commitments, effective as of the date of the Agreement through the later of (x) the date that is 30 days prior to the deadline for the submission of stockholder nominations for the Company’s 2021 annual meeting of stockholders and (y) the date 30 days following the date that no Icahn Director is on the Board and the Icahn Group has no right to designate a replacement director.
The Agreement includes other customary provisions. Additional details about the Agreement as well as today’s announcement will be contained in a Form 8-K filed by Cloudera with the U.S. Securities and Exchange Commission on August 12, 2019.
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“We are happy to have reached this agreement with Mr. Icahn and welcome Mr. Graziano and Mr. Lynn as members of our Board of Directors,” said Martin Cole, Chairman of the Board and interim Chief Executive Officer of Cloudera. “Since the disclosure of his stake in Cloudera, we have been engaged in very constructive conversations with Carl and his colleagues. Based on the strength of our product portfolio, our impressive enterprise customer base, and the potential of our forthcoming new Cloudera Data Platform, Carl has indicated that he believes Cloudera is undervalued — and we fully agree. Together with our new directors, the Board will continue to oversee the execution of Cloudera’s strategic plan and drive value for stockholders.”
“Our discussions with the Cloudera Board have been very positive,” said Mr. Icahn. “We see in Cloudera a company with many opportunities to increase value for all stockholders and we look forward to having a voice in the boardroom to do so.”
Morgan Stanley & Co. LLC is acting as financial advisor to Cloudera, and Fenwick & West LLP is legal advisor to Cloudera.
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