Big 5: Stadium Capital refrains from director nomination under new pact
Big 5 Sporting disclosed in a regulatory filing that, on October 10, it amended its settlement agreement with Stadium Capital. Under the amendment, Stadium agreed not to nominate a replacement director for Dominic DeMarco, who resigned from the board on September 9, any time prior to December 1. Additionally, the board will not be expanded to more than seven members prior to December 1 and will not be expanded to more than eight members for the duration of the standstill period, which ends on the earlier of: 10 days prior to the submission deadline for the company's 2017 stockholder meeting, or 100 days prior to the anniversary of the 2016 stockholder meeting. Additionally, Big 5 agreed to maintain a lead independent director during the standstill period unless its chairman and CEO roles are held by different individuals, and agreed to shrink its "value creation committee" to three directors under the leadership of Robert Galvin and Van Honeycutt, the latter of which will also serve as the company's first lead independent director.