Item 4. Purpose of Transaction
Voting Agreement
On August 1, 2023,
the Reporting Persons entered into a voting agreement (the Voting Agreement) by and among the Reporting Persons, SunTx Capital Management Corp., a Texas corporation, and SunTx Capital II Management Corp., a Texas corporation (together,
SunTx). Pursuant to the Voting Agreement, the Reporting Persons agreed to, at any annual or special meeting of the Issuer with respect to the election of the Board of Directors of the Issuer, vote their shares of Class A Common
Stock and Class B Common Stock in favor of SunTxs recommended candidates for service on the Board of Directors of the Issuer.
The foregoing description of the Voting Agreement does not purport to be complete and is qualified in its entirety by the full text of the
Voting Agreement, a copy of which is attached hereto as Exhibit 99.2 and is incorporated by reference herein.
Restricted Stock Award Agreements
As detailed below, Mr. Fleming has received grants of restricted shares of Class A Common Stock pursuant to the Plan and
subject to the terms and conditions of various restricted stock award agreements by and between the Issuer and Mr. Fleming (collectively, the Restricted Stock Award Agreements). Unvested shares of restricted Class A Common
Stock are deemed beneficially owned by Mr. Fleming because Mr. Fleming has the right to vote such shares.
On March 25,
2021, Mr. Fleming received a grant of 2,250 restricted shares of Class A Common Stock. One-fourth of the shares of Class A Common Stock subject to such award vested on September 30, 2022,
and the remaining shares vest in equal annual installments on September 30, 2023, 2024 and 2025. Also on March 25, 2021, Mr. Fleming received a grant of 25,000 restricted shares of Class A Common Stock. One-half of the shares of Class A Common Stock subject to such award vest on September 30, 2024, and the remaining shares vest on September 30, 2025.
On December 29, 2021, Mr. Fleming received a grant of 2,360 restricted shares of Class A Common Stock. One-fourth of the shares of Class A Common Stock subject to such award vested on September 30, 2022, and the remaining shares vest in equal annual installments on September 30, 2023, 2024 and 2025.
On November 3, 2022, Mr. Fleming received a grant of 2,689 restricted shares of Class A Common Stock. The shares of
Class A Common Stock subject to such award vest in equal annual installments on September 30, 2023, 2024, 2025 and 2026.
The
foregoing description of the Restricted Stock Award Agreements does not purport to be complete and is qualified in its entirety by to the full text of the form of the Restricted Stock Award Agreement, a copy of which is attached hereto as Exhibit
99.3 and is incorporated by reference herein.
Performance Stock Unit Award Agreements
On November 29, 2021, Mr. Fleming received grants of 2,625 target performance stock units (PSUs) and 2,753 target PSUs,
with each unit having a notional value equivalent to one share of Class A Common Stock, pursuant to the Plan and subject to the terms and conditions of those certain Performance Stock Unit Award and Grant Notices (collectively, the 2021 LTIP-B Award Agreements).
The 2021 LTIP-B Award
Agreements provide for a target number of PSUs that Mr. Fleming may earn, with the preliminary number of vested PSUs based on the Issuers actual performance compared to its targets over a three-year performance period ending
September 30, 2023, with respect to the 2,625 target PSUs granted, and September 30, 2024, with respect to the 2,753 target PSUs granted, for the following metrics: (i) compound aggregate revenue growth rate and (ii) average
annual return on capital employed (ROCE). Fifty percent (50%) of the target PSUs will be eligible to vest based on the achievement of compound aggregate revenue growth rate as compared to the revenue growth rate target, as set forth in
the 2021 LTIP-B Award Agreements. The number of vested PSUs will be interpolated for performance between each performance level (based on whole percentages), and there will be no vested PSUs if