July 2, 2020
e.l.f. Beauty (NYSE: ELF) (the “Company”) has announced that it has reached a Cooperation Agreement with Marathon Partners Equity Management, LLC and its affiliates (“Marathon”), an investment firm which beneficially owns approximately 5.2% of the Company’s outstanding common stock. Pursuant to the Cooperation Agreement, the Board announced that it will be including a “say-on-pay” proposal, as well as a proposal regarding the frequency of future “say-on-pay” votes, both of which stockholders will be eligible to vote on at the upcoming 2020 Annual Meeting. Additionally, the Company agreed to reduce the maximum automatic annual percentage increase of shares under the Company’s 2016 Equity Incentive Award Plan from 4% to 2%.
The Company also has appointed Lori Keith, portfolio manager of Parnassus Investments $5 billion Mid Cap Fund, as an independent director to the Board and as a member of the Nominating and Corporate Governance Committee of the Board, effective immediately.
Latham & Watkins LLP represents e.l.f Beauty in connection with this matter with a corporate team led by members of the firm’s Activism Practice, including Bay Area partners Tad Freese and Joshua Dubofsky, with associates Thomas Verity and John Williams, and Senior Attorney for Takeover Defense and Shareholder Activism Tiffany Campion.