L.B. Foster enters cooperation agreement with 22NW Fund; grants board observer seat to Alexander Jones

FOSTER L B CO

Agreement with 22NW Fund (9.3% owner) appoints Alexander B. Jones as non-voting board observer effective immediately.
Investor group agrees to standstill through 2024 annual meeting; votes in favor of board nominees and company proposals.
Company reimburses investor group up to $18,000 in legal fees; observer rights end if ownership falls below 5%.
Standstill prohibits investor group from acquiring over 15% of shares, soliciting proxies, or seeking control without board consent.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

FOSTER L B CO entered into Cooperation Agreement with 22NW Fund, LP, 22NW, LP, 22NW Fund GP, LLC, 22NW GP, Inc., Mr. Aron R. English, Mr. Bryson O. Hirai-Hadley, and Mr. Alexander B. Jones (effective 2023-04-06).

Action: entry
Counterparty: 22NW Fund, LP, 22NW, LP, 22NW Fund GP, LLC, 22NW GP, Inc., Mr. Aron R. English, Mr. Bryson O. Hirai-Hadley, and Mr. Alexander B. Jones
Effective: 2023-04-06

Exact text from the filing

On April 6, 2023, L. B. Foster Company, a Pennsylvania corporation (the “Company”), entered into a Cooperation Agreement (the “Cooperation Agreement”) with 22NW Fund, LP, 22NW, LP, 22NW Fund GP, LLC, 22NW GP, Inc., Mr. Aron R. English, Mr. Bryson O. Hirai-Hadley, and Mr. Alexander B. Jones (each, and “Investor” and collectively, the “Investor Group”).

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Source: SEC EDGAR

accession 0000352825-23-000047

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