Nominates Kate W. Vanek and Tracey Figurelli to
Stand for Election to Company’s Board of Directors
Five Current Directors to Transition from
Roles; Company Reduces Size of Board to 7
Announces Cooperation Agreement with Engaged
Capital
Quotient Technology Inc. (NYSE: QUOT) (“Quotient” or the
“Company”), a leading digital promotions and media technology
company, today announced plans to refresh its Board of Directors in
connection with a cooperation agreement with Engaged Capital, LLC
("Engaged Capital").
The Company will nominate Kate W. Vanek, Global Chief Operating
and Financial Officer of True Talent Advisory, and Tracey
Figurelli, Director of Andra Partners, to stand for election to the
Company’s Board of Directors at the 2023 Annual Meeting of
Stockholders. In addition, David Oppenheimer, Jody Gessow and
Lorraine Hariton will not stand for re-election, and Allison
Hawkins and Eric Higgs will resign effective as of the 2023 Annual
Meeting. With these changes the Board will be reduced to seven
directors, six of whom will be independent, following the 2023
Annual Meeting.
“Today’s announcement reflects ongoing engagement with our
shareholders and represents the Board’s commitment to refreshment
and ensuring we have the right skills to oversee the successful
execution of our transformation. We believe Kate and Tracey’s
expertise will be extremely valuable as we continue to scale our
business and build value for shareholders,” said Robert McDonald,
Chair of Quotient. “They both have impressive track records of
driving organic and inorganic growth in the technology industry,
designing product-specific go-to-market strategies and delivering
value to customers and shareholders. We look forward to benefitting
from their insights as we build on the momentum underway to achieve
our financial goals.”
Mr. McDonald continued, “On behalf of the entire Board, I want
to express my sincere gratitude to Allison, David, Eric, Jody and
Lorraine for their service to Quotient. We appreciate their many
contributions and wish them all the best.”
“We believe Quotient has a unique opportunity in a growing
market and are confident the new directors’ fresh and relevant
perspectives will help further strengthen the strategic value of
Quotient, resulting in enhanced value to shareholders,” said Glenn
W. Welling, Founder and Chief Investment Officer of Engaged
Capital. “We are grateful for the collaborative dialogue we’ve had
with Quotient’s Board and new management team and look forward to
seeing them capitalize on the value of the Company's assets.”
Quotient's 2023 Annual Meeting has been scheduled for August 3,
2023. The Company notes that as previously disclosed, the
declassification of its Board was approved at the Company’s 2022
Annual Meeting and the Board will be de-staggered fully in
2024.
Pursuant to the cooperation agreement, Engaged Capital has
agreed to a customary standstill and vote support agreements. The
cooperation agreement between the Company and Engaged Capital will
be filed on a Form 8-K to be filed with the Securities and Exchange
Commission.
About Kate W. Vanek
Ms. Vanek currently serves as Global Chief Operating Officer and
Chief Financial Officer of True Talent Advisory, a data-driven and
technology-focused talent management company addressing the talent
needs of both private and public companies. From 2018 to 2022, Ms.
Vanek served as the Chief Operating Officer of the global finance
organization and Chief Financial Officer of the EMEA division of
Blackrock, Inc., which represented ~$6B in revenue and over $3T in
assets under management. Prior to these roles, from 2016 to 2018,
Ms. Vanek was Senior Vice President and Chief Financial Officer,
Global Media Business, of Nielsen, and before her promotion to that
role she served as Nielsen’s Senior Vice President of Investor
Relations. In addition, from 2008 to 2013, Ms. Vanek served in
various investor relations and government relations related roles
within Stanley Black and Decker, a worldwide leader in tools and
outdoor operating manufacturing facilities, and before this Ms.
Vanek worked for Bear Stearns & Co., as Vice President of
Credit Derivative Sales, as well as a Manager at Thompson
Financial.
Ms. Vanek holds a B.A. degree from the University of Richmond
and an M.B.A. from the Columbia Business School.
About Tracey Figurelli
Ms. Figurelli has over 25 years of professional services
experience, building teams, acquiring clients, developing service
and product offerings and growing businesses both organically and
acquisitively. She currently serves as a director for Andra
Partners, a buy-side advisory firm supporting thematic private
equity clients with current investment fund sizes ranging from
$100M to over $12B. Prior to this, from 2001 to 2020, Tracey held
various director roles at RGP Consulting, a public global
consultancy firm offering functional staffing support to management
consulting solutions. These include Executive Vice President of
Digital Innovation & Integrated Solutions, where she designed
and developed commercial products resulting in $70M in revenue, and
Global Managing Director, where she established a successful global
information management service line which grew the practice to
amass more than 30% of RGP Consulting’s revenue. Prior to these
roles, she also served as Managing Director where she built a team
of Client Service, Recruiting and Operations leaders and was also a
Consultant and Client Service Director, responsible for business
development and oversight of project delivery. Additionally, from
1994-2001, she served as Director, Corporate Financial Operations
& Systems at Prudential Financial where she established a
quality control environment to ensure the integrity of the
financial statements. Ms. Figurelli also serves as a director or
advisor to several private technology companies, including Analytic
Edge, EvoluteIQ and Networked.
Ms. Figurelli holds B.S. (Finance) and M.B.A degrees from Seton
Hall University and recently completed the Columbia Business School
VC & PE program.
About Quotient
Quotient Technology (NYSE: QUOT) is a leading digital promotions
and media technology company for advertisers, retailers and
consumers. Quotient's omnichannel platform is powered by exclusive
consumer spending data, location intelligence and purchase intent
data to reach millions of shoppers daily and deliver measurable,
incremental sales.
Quotient partners with leading advertisers, publishers and
retailers, including Clorox, Procter & Gamble, Unilever, CVS,
Dollar General, Ahold Delhaize USA, Amazon and Microsoft. Quotient
is headquartered in Salt Lake City, Utah, and has offices across
the US as well as in Bangalore, Paris, London and Tel Aviv. For
more information visit www.quotient.com.
Quotient and the Quotient logo are trademarks or registered
trademarks of Quotient Technology Inc. and its subsidiaries in the
United States and other countries. Other marks are the property of
their respective owners.
About Engaged Capital
Engaged Capital, LLC (“Engaged Capital”) is an investment
advisor with a private equity-like investing style in the U.S.
public equity markets. Engaged Capital seeks to help build
sustainable businesses that create long-term shareholder value by
engaging with and bringing an owner’s perspective to the
managements and boards of undervalued public companies and working
with them to unlock the embedded value within their businesses.
Engaged Capital was established in 2012 and is based in Newport
Beach, California. Learn more at www.engagedcapital.com.
Forward-Looking Statements
This press release contains forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933, as
amended, Section 21E of the Securities Exchange Act of 1934, as
amended and the Private Securities Litigation Reform Act of 1995.
Forward-looking statements provide current expectations of future
events based on certain assumptions and include any statement that
does not directly relate to any historical or current fact. Actual
results may differ significantly from expectations due to various
risks and uncertainties including, but not limited to, the factors
described in the Risk Factors section of Quotient’s most recently
filed Annual Report on Form 10-K for the year ended December 31,
2022 filed with the SEC on March 16, 2023, as amended in a Form
10-K/A Amendment No. 1 filed with the SEC on April 28, 2023,
Quotient's most recently filed Quarterly Report on Form 10-Q for
the quarter ended March 31, 2023 filed with the SEC on May 9, 2023
and as from time to time updated in Quotient’s Quarterly Reports on
Form 10-Q. These documents are available in the “SEC Filings”
section of Quotient’s Investor Relations website at
https://investors.quotient.com. You are cautioned not to place
undue reliance on Quotient’s forward-looking statements, which
speak only as of the date of this communication. Except as required
by law, the Company undertakes no obligation to update any
forward-looking statement to reflect events, new information or
circumstances occurring after the date of this communication.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20230605005852/en/
Investor Relations: Drew Haroldson The Blueshirt Group for
Quotient ir@quotient.com
Media: Adam Pollack / Charlotte Burch Joele Frank, Wilkinson
Brimmer Katcher 212-355-4449
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