SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(b)Roger H. Ballou informed Loyalty Ventures Inc. (the “Company”) of his resignation from the Company’s board of directors (the “Board”), where he served as chair, and all committees of the Board effective November 5, 2022. Mr. Ballou did not resign due to any disagreement with the Company, its board of directors or its management. Effective upon Mr. Ballou’s resignation as a director, the size of the Company’s Board was reduced from five to four directors.
The Company’s amended and restated certificate of incorporation classifies the Board into three classes of roughly equal size. The term for directors designated as Class I, Class II and Class III expire at the annual meeting of stockholders in 2025, 2023 and 2024, respectively. Director nominees are elected by class for three-year terms. The Board will transition to a fully declassified board through a phase-out, beginning with the annual meeting in 2029. Current directors are distributed to Class I, Class II and Class III as follows:
Class I:Barbara L. Rayner
Class II:Charles L. Horn; Richard A. Genovese
Class III:Graham W. Atkinson
Effective November 5, 2022, pursuant to the Company’s Corporate Governance Guidelines and in exercise of its business judgment, the Board appointed Charles L. Horn to serve as chair of the Board, and appointed Richard A. Genovese as a member of the Board’s Corporate Governance and Nominating Committee and Barbara L. Rayner as a member of the Board’s Compensation Committee, each until their successor is duly appointed and qualified or their earlier resignation or removal.
Item 7.01 Regulation FD Disclosure.
As previously reported, the Company has engaged certain advisors to assist in modifying its capital structure put in place at formation; further, the independent members of the Company’s Board have been reviewing all circumstances related to the formation of the Company.
Caution Regarding Forward-Looking Statements
This current report on Form 8-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements give our expectations or forecasts of future events and can generally be identified by the use of words such as “believe,” “expect,” “anticipate,” “estimate,” “intend,” “project,” “plan,” “likely,” “may,” “should” or other words or phrases of similar import. Similarly, statements that describe our business strategy, outlook, objectives, plans, intentions or goals also are forward-looking statements. Forward-looking statements, however, are subject to a number of risks and uncertainties that could cause actual results to differ materially for a variety of reasons, including, among others, our high level of indebtedness; reductions in our credit ratings that limit our ability to access capital markets; increases in market interest rates; the potential for our common stock to be delisted from trading on Nasdaq for failure to meet minimum continuing listing standards; continuing impacts related to COVID-19, including variants, labor shortages, reduction in demand from clients, supply chain disruption for our reward suppliers and capacity constraints, rising costs or other disruptions in the airline or travel industries; changes in geopolitical conditions, including the Russian invasion of Ukraine and related global sanctions and Russian restrictions or actions with respect to local assets; fluctuation in foreign exchange rates; execution of restructuring plans and any resulting cost savings; loss of, or reduction in demand for services from, significant clients; loss of active AIR MILES® Reward Program collectors or greater than expected redemptions by the same; unfavorable resolution of pending or future litigation matters; disruption to operations due to the separation from our former parent or failure of the separation to be tax-free; new regulatory limitations related to consumer protection or data privacy limiting our services; and loss of consumer information due to compromised physical or cyber security. We believe that our expectations are based on reasonable assumptions. No assurances can be given that our expectations will prove to be correct. Additional risks and uncertainties are set forth in the Risk Factors section of both (1) our Form 10-K for the most recently ended fiscal year and (2) any updates in Item 1A, or elsewhere, in our Quarterly Reports on Form 10-Q filed for periods subsequent to such Form 10-K or any updates thereto. Our forward-looking statements speak only as of the date made, and we undertake no obligation, other than as required by applicable law, to update or revise any forward-looking statements, whether as a result of new information, subsequent events, anticipated or unanticipated circumstances or otherwise.
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Loyalty Ventures Inc.
Date: November 8, 2022
/s/ Cynthia L. Hageman
Cynthia L. Hageman
Executive Vice President, General Counsel and Secretary