ITEM 1.01 - Entry into a Material Definitive Agreement.
On
On
The Company also entered into a registration rights agreement, fourth amended
and restated limited liability company agreement of
ITEM 3.03 - Material Modification to Rights of Security Holders.
The information set forth under Item 5.03 below is incorporated by reference in this Item 3.03.
ITEM 5.02 - Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
2020 Omnibus Incentive Plan
On
Copies of the Omnibus Incentive Plan and forms of restricted stock unit award agreements adopted by the Company are filed herewith as Exhibits 10.6, 10.7, 10.8 and 10.9 and are incorporated herein by reference. The above description of the Omnibus Incentive Plan and the forms of restricted stock unit award agreements is not complete and is qualified in its entirety by reference to the applicable exhibit.
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Amended and Restated Employment Agreements
On
Copies of the Founder Employment Agreements are filed herewith as Exhibit 10.10 and Exhibit 10.11 and are incorporated herein by reference. The above description of the Founders Employment Agreements is not complete and is qualified in its entirety by reference to the applicable exhibit.
CFO Employment Agreement
On
A copy of the CFO Employment Agreement is filed herewith as Exhibit 10.12 and is incorporated herein by reference. The above description of the CFO Employment Agreement is not complete and is qualified in its entirety by reference to such exhibit.
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IPO Equity Awards
Effective as of the closing of the IPO on
• Messrs. Yi and Nonko each received an RSU award covering 1,837,765 shares of Class A Common Stock; •Mr. Sinanyan received an RSU award covering 91,888 shares of the Class A Common Stock; • all other officers, as a group, received RSU awards covering 1,041,401 shares of the Class A Common Stock; and • each of non-employee directors named above received an RSU award covering 15,790 shares of Class A Common Stock (representing their initial$300,000 award under the Company's director compensation policy, divided by the IPO price of$19.00 per share, rounded up to the nearest whole share).
Such RSU awards will vest quarterly over the first three years following the date of grant, subject to continued employment or service through each applicable vesting date (with limited exceptions in the case of a change of control (or certain qualifying terminations in connection with a change of control) or, for Messrs. Yi and Nonko, death, disability, termination without cause or resignation for good reason). For further information regarding such RSU awards, see "Executive Compensation-Elements of executive compensation -Looking forward-IPO Equity Grants" in the Final Prospectus. For further information regarding the Company's director compensation policy, see "Director compensation for fiscal year 2019" in the Final Prospectus.
ITEM 5.03 - Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On
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ITEM 9.01 - Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description 1.1 Underwriting Agreement, datedOctober 27, 2020 , by and amongMediaAlpha, Inc. ,Guilford Holdings, Inc. ,QL Holdings LLC and White Mountains Investments (Luxembourg) S.à r.l. andJ.P. Morgan Securities LLC andCitigroup Global Markets Inc. , as representatives of the several underwriters specified therein. 3.1 Amended and Restated Certificate of Incorporation ofMediaAlpha, Inc. 3.2 Amended and Restated Bylaws ofMediaAlpha, Inc. 4.1 Registration Rights Agreement, datedOctober 27, 2020 , by and amongMediaAlpha, Inc. , White Mountains Investments (Luxembourg) S.à r.l.,Insignia QL Holdings, LLC ,Insignia A QL Holdings, LLC ,Steven Yi ,Eugene Nonko ,Ambrose Wang and certain other parties thereto. 10.1 Fourth Amended and Restated Limited Liability Company Agreement of QLHoldings LLC , datedOctober 27, 2020 . 10.2 Tax Receivables Agreement, datedOctober 27, 2020 , by and amongMediaAlpha, Inc. ,QL Holdings LLC and certain other parties thereto. 10.3 Exchange Agreement, datedOctober 27, 2020 , by and amongMediaAlpha, Inc. ,QL Holdings LLC ,Guilford Holdings, Inc. and holders of Class B-1 units ofQL Holdings LLC party thereto. 10.4 Stockholders Agreement, datedOctober 27, 2020 , by and amongMediaAlpha, Inc. , White Mountains Investments (Luxembourg) S.à r.l.,Insignia QL Holdings, LLC ,Insignia A QL Holdings, LLC andSteven Yi ,Eugene Nonko andAmbrose Wang , together with their respective holding entities through which they indirectly hold common stock ofMediaAlpha, Inc. 10.5 Reorganization Agreement, datedOctober 27, 2020 , by and amongMediaAlpha, Inc. ,QL Holdings LLC ,QuoteLab, LLC ,Guilford Holdings, Inc. , White Mountains Investments (Luxembourg) S.à r.l., White Mountains Insurance Group, Ltd.,Insignia QL Holdings, LLC ,Insignia A QL Holdings, LLC ,Steven Yi ,Eugene Nonko ,Ambrose Wang and certain other parties thereto. 10.6MediaAlpha, Inc. 2020 Omnibus Incentive Plan. 10.7 2020 Form ofMediaAlpha, Inc. 2020 Omnibus Incentive Plan Restricted Stock Unit Award Agreement for Founders. 10.8 2020 Form ofMediaAlpha, Inc. 2020 Omnibus Incentive Plan Restricted Stock Unit Award Agreement for Officers other than Founders. 10.9 2020 Form ofMediaAlpha, Inc. 2020 Omnibus Incentive Plan Restricted Stock Unit Award Agreement for Directors. 10.10 Amended and Restated Employment Agreement, dated as ofOctober 27 2020 , by and amongSteven Yi, QuoteLab, LLC andMediaAlpha, Inc. 10.11 Amended and Restated Employment Agreement, dated as ofOctober 27 2020 , by and amongEugene Nonko, QuoteLab, LLC andMediaAlpha, Inc. 10.12 Employment Agreement, dated as ofOctober 27 2020 , by and amongTigran Sinanyan, QuoteLab, LLC andMediaAlpha, Inc.
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