L.B. Foster enters cooperation agreement with 22NW; nominates Alexander Jones to board

FOSTER L B CO

22NW Fund, beneficial owner of ~11% of FSTR common stock, entered a Cooperation Agreement on Jan 25, 2024.
Alexander B. Jones (22NW VP) nominated to eight-member board, filling vacancy from Dirk Jungé's retirement due to mandatory age limit.
Jones served as Board Observer since April 2023; will continue until election at 2024 Annual Meeting.
22NW agreed to customary standstill, voting (support board nominees), confidentiality, and non-disparagement through Standstill Period.
Cooperation extends Jones' observer term if not elected; potential renomination for 2025 meeting under certain conditions.

item 1.01 item 5.02 item 8.01 item 9.01

Executive movements

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Departed

Dirk Jungé

Director

FSTR · FOSTER L B CO

Filed: January 26, 2024, 6:59 PM ET

Mr. Dirk Jungé, an incumbent member of the Board, will not be standing for reelection to the Board at the 2024 Annual Meeting.

Key facts

Extracted from this filing and checked against the source text.

Executive change SEC 8-K Item 5.02 confidence 0.95

Dirk Jungé departed as Director at FOSTER L B CO.

Action: not stand for reelection
Role: Director

Exact text from the filing

Mr. Dirk Jungé, an incumbent member of the Board, will not be standing for reelection to the Board at the 2024 Annual Meeting.

View on SEC.gov

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.7

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 2024-01-25).

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: 2024-01-25

Exact text from the filing

On January 25, 2024, 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, an “Investor” and collectively, the “Investor Group”).

View on SEC.gov

112 material agreements filed in the last 30 days. Browse all material agreements →

FOSTER L B CO filing history →

Source: SEC EDGAR

accession 0000352825-24-000010

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