8-K
filed April 21, 2023, 7:59 PM ET
ticker PRPL
CIK 0001643953
other material
confidence high
sentiment neutral
materiality 0.75
Purple Innovation settles proxy fight with Coliseum; board changes, rights plan ended
Purple Innovation, Inc.
- Board expanded to 8; directors Anthos and Zepf resign; Hoby Darling, Carter Pate, Erika Serow appointed.
- Adam Gray becomes Chair of Board; Gary DiCamillo continues as Lead Independent Director and chairs Nomination & Gov Committee.
- Company agrees to redeem all outstanding PRPLS preferred stock and terminate stockholder rights agreement.
- Coliseum bound by standstill limiting ownership to 44.4% and conditions any buyout on special committee and minority vote.
- Delaware litigation dismissed; Company to reimburse Coliseum up to $4M in fees.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 0.95
Adam Gray was appointed as Chair of the Board at Purple Innovation, Inc..
- Action
- appointed
- Role
- Chair of the Board
Exact text from the filing
Adam Gray will be appointed as Chair of the Board
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.98
Paul Zepf resigned as Chair of the Board at Purple Innovation, Inc..
- Action
- resigned
- Role
- Chair of the Board
Exact text from the filing
At the time of their resignations, Mr. Anthos served on the Audit Committee and Nomination & Governance Committee of the Board and Mr. Zepf served as Chair of the Board.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.98
Erika Serow was appointed as Director at Purple Innovation, Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
the Company will increase the size of the Board to eight (8) directors and appoint S. Hoby Darling, R. Carter Pate, and Erika Serow to the Board.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.98
Pano Anthos resigned as Director at Purple Innovation, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
Pano Anthos and Paul Zepf will resign as directors of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.98
R. Carter Pate was appointed as Director at Purple Innovation, Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
the Company will increase the size of the Board to eight (8) directors and appoint S. Hoby Darling, R. Carter Pate, and Erika Serow to the Board.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.98
S. Hoby Darling was appointed as Director at Purple Innovation, Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
the Company will increase the size of the Board to eight (8) directors and appoint S. Hoby Darling, R. Carter Pate, and Erika Serow to the Board.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Purple Innovation, Inc.: Amendment and restatement of bylaws to reflect changes related to Cooperation Agreement, including references to Lead Independent Director Charter.
- Change
- bylaw amendment
Exact text from the filing
In connection with the Company’s entry into the Cooperation Agreement, substantially simultaneously with (and in any event, within one (1) business day of) the Effective Time, the Company will amend and restate its bylaws in their entirety to reflect the changes described above.
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
Purple Innovation, Inc. entered into Cooperation Agreement with Coliseum Capital Management, LLC (effective 2023-04-19).
- Action
- entry
- Counterparty
- Coliseum Capital Management, LLC
- Effective
- 2023-04-19
Exact text from the filing
On April 19, 2023, Purple Innovation, Inc., a Delaware corporation (the “Company”), entered into a Cooperation Agreement (the “Cooperation Agreement”) with Coliseum Capital Management, LLC
View on SEC.gov
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