HZON Horizon Acquisition Corporation II

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On October 19, 2021, the Board of Directors (the “Board”) of Horizon Acquisition Corporation II (the “Company”) appointed Stephen Sautel and Zachary Warren as independent members of the Board, effective October 19, 2021. Effective October 19, 2021 Mr. Sautel and Mr. Warren will each serve as Class III directors. Mr. Sautel will serve on the Board’s Audit Committee in accordance with the corporate governance standards of the New York Stock Exchange (the “NYSE”), which require the Company to have a fully independent Audit Committee comprised of at least three members by the one-year anniversary of the Company’s initial public offering. The Board has determined that Mr. Sautel and Mr. Warren are independent directors under applicable Securities and Exchange Commission and New York Stock Exchange rules. In addition, the Board has determined that Mr. Sautel is an “audit committee financial expert” within the meaning of Item 407(d)(5)(ii) of  Regulation S-K promulgated under the Securities Act of 1933 (the “Securities Act”). In connection with their appointment as independent directors of the Company, Mr. Sautel and Mr. Warren will each receive an annual director’s fee in the amount of $50,000 to be paid by Horizon II Sponsor, LLC, the Company’s sponsor.

Mr. Sautel has served as a director of Essential Properties Realty Trust, Inc. (NYSE: EPRT) since its IPO in 2018. Mr. Sautel is a private investor, and he serves on the board of several private companies engaged in diverse businesses, including business services, manufacturing, distribution, institutional investment management and residential real estate. Since December 2017, Mr. Sautel has served as a director of CBAM Holdings, LLC, a private company that is an affiliate of Eldridge Industries LLC and is engaged in managing corporate credit. From 2014 to 2018, Mr. Sautel served as a director of Guggenheim Partners Investment Management Holdings, LLC, a diversified institutional investment management firm. From October 2001 to June 2014, Mr. Sautel was an investment professional at Guggenheim Capital, LLC, where he held the titles of Senior Managing Director and Chief Operating Officer of the Investments Business. While at Guggenheim, Mr. Sautel co-founded the firm’s credit investing business and later was responsible for supervising the firm’s investment management operations. Prior to Guggenheim, Mr. Sautel worked at J.H. Whitney & Co., First Chicago Capital Markets, and Arthur Andersen & Co. Mr. Sautel received a B.B.A. from the University of Kentucky in 1991 and an M.B.A. from the University of Michigan in 1996. Mr. Sautel is a CFA charterholder.

Mr. Warren most recently served as Senior Managing Director and Portfolio Manager at Guggenheim Partners.  Mr. Warren, a 17-year Guggenheim veteran, ran the firm’s private debt investing activities and served on the Corporate Credit Investment Committee.  As part of the Committee, Mr. Warren led the firm’s investment activities in high yield bonds, leveraged loans, and private debt.  Prior to Guggenheim, Mr. Warren was a VP at Bear Stearns in equity research.  Mr. Warren is a graduate of the College of William and Mary and the Anderson School of Business at UCLA.

In connection with the appointments of Mr. Sautel and Mr. Warren, the Company entered into the following agreements: