Alight, Inc, a leading cloud-based human capital and technology services provider, today announced the appointment of Dave Guilmette and Coretha Rushing as independent directors to its Board of Directors (the “Board”), effective immediately. These appointments have been made in connection with a cooperation agreement (the “Agreement”) entered into between Alight and Starboard Value LP (together with certain of its affiliates, “Starboard”), an investment firm which owns approximately 7.2% of the Company’s outstanding common stock.
In addition, as part of an ongoing effort to broaden board composition, the Board and Starboard will also seek to identify and appoint an additional new independent director with relevant executive-level industry experience in benefits administration. During this process, Starboard will have the ability to submit candidates for the Board’s consideration and meet final candidates.
The Company will also schedule an investor day to discuss the Company’s financial outlook and long-term strategy following the close of the previously announced sale of the Professional Services segment and HCM & Payroll Outsourcing businesses (the “transaction”). The Company will provide more details on the investor day once a date for the event has been set.
William P. Foley, II, Chair of the Board, said, “We are pleased to welcome Dave and Coretha to the Board. Dave is an accomplished leader in the healthcare and benefits industry, having worked closely with payers, providers, and insurers. He has a track record of driving growth and profitability at multi-billion-dollar businesses and brings a strong perspective on the voice of our current and future customers. Coretha has decades of experience in the HR space, having served as Chief Human Resources Officer of large public corporations. She has a deep understanding of Alight’s customer base and extensive public board experience. The continued evolution of our Board reflects our commitment to driving strong corporate governance and stockholder value.”
“I look forward to working with Dave and Coretha as we continue to execute our strategy,” said Stephan Scholl, Chief Executive Officer. “We are acting decisively to unlock the power of our platform and deliver world-class, innovative solutions that create value for all stakeholders including our customers, their employees and our stockholders.”
Peter Feld, Managing Member, Portfolio Manager and Head of Research of Starboard said, “We appreciate the constructive dialogue we have had with Alight’s Board and management team and are excited about the appointments of two highly qualified directors to the Board. Dave and Coretha each bring a wealth of industry, operations, and governance expertise that will allow them to contribute from day one. We look forward to working closely with the Board and management team and having input on the continued board evolution and the upcoming investor day event. We invested in Alight because of its high-quality core business, leading market position, and opportunities for improved growth and profitability leading to sustainable value creation.”
Pursuant to the Agreement, Starboard has agreed to withdraw its director nominations with respect to the 2024 annual meeting of stockholders and has entered into customary standstill, voting and other commitments. A summary and the complete text of the Agreement will be filed on a Form 8-K with the U.S. Securities and Exchange Commission (the “SEC”).
J.P. Morgan Securities LLC is serving as financial advisor to Alight. Sidley Austin LLP and Simpson Thacher & Bartlett LLP are serving as legal counsel to Alight. Olshan Frome Wolosky LLP is serving as legal counsel to Starboard.
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