Business Context and Reporting Period
This Form 8-K Current Report was filed by Dave & Buster's Entertainment, Inc. on December 22, 2020, regarding events occurring on December 18, 2020. The filing details a Cooperation Agreement entered into with Hill Path Capital LP, resulting in the appointment of a new director to the Company's Board of Directors.
Key Financial Metrics
This filing does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity. The only financial figure disclosed is a reimbursement cap of $40,000 for Hill Path Capital LP's reasonable, documented out-of-pocket fees and expenses related to the negotiation and execution of the Cooperation Agreement.
Material Changes
- Board Composition: The Board size increased to ten directors with the appointment of James P. Chambers, effective December 22, 2020.
- Committee Assignments: Mr. Chambers was appointed to the Audit, Finance, and Compensation Committees.
- Shareholder Agreement: Hill Path Capital LP agreed to vote its shares in favor of the Company's director nominees and auditor at the 2021 Annual Meeting and to adhere to standstill provisions regarding proxy solicitations and stockholder proposals during the "Restricted Period."
Guidance, Outlook, and Management Commentary
The filing does not provide financial guidance, outlook, or management commentary on operational performance. The primary focus is on corporate governance and the resolution of shareholder relations through the Cooperation Agreement. The agreement includes mutual non-disparagement covenants and specific voting commitments by Hill Path Capital LP.
Important Facts for Investor Verification
- James P. Chambers, a Partner at Hill Path Capital LP, has been appointed to the Board and three key committees.
- Hill Path Capital LP has agreed to a standstill period restricting certain activist activities, including proxy solicitations and seeking additional board representation.
- Mr. Chambers has waived all cash compensation for fiscal year 2021 and the remainder of fiscal year 2020, retaining only the standard annual director stock award.
- The Company agreed to reimburse Hill Path up to $40,000 for transaction-related expenses.
- The filing does not disclose any financial results or operational metrics for the period.