SEC Form SC 13D filed by Alight Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. )¹

Alight, Inc.

(Name of Issuer)

Class A Common Stock, par value $0.0001 per share

(Title of Class of Securities)

01626W101

(CUSIP Number) 

JEFFREY C. SMITH
STARBOARD VALUE LP
777 Third Avenue, 18th Floor
New York, New York 10017
(212) 845-7977

ANDREW FREEDMAN, ESQ.

MEAGAN REDA, ESQ.

OLSHAN FROME WOLOSKY LLP

1325 Avenue of the Americas

New York, New York 10019

(212) 451-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

February 13, 2024

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See § 240.13d-7 for other parties to whom copies are to be sent.

1              The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

*Includes 8,967,289 Shares underlying certain forward purchase contracts exercisable within 60 days hereof.

* Includes 8,967,289 Shares underlying certain forward purchase contracts exercisable within 60 days hereof.

*Includes 8,967,289 Shares underlying certain forward purchase contracts exercisable within 60 days hereof.

*Includes 8,967,289 Shares underlying certain forward purchase contracts exercisable within 60 days hereof.

*Includes 8,967,289 Shares underlying certain forward purchase contracts exercisable within 60 days hereof.

*Includes 8,967,289 Shares underlying certain forward purchase contracts exercisable within 60 days hereof.

*Includes 8,967,289 Shares underlying certain forward purchase contracts exercisable within 60 days hereof.

The following constitutes the Schedule 13D filed by the undersigned (the “Schedule 13D”).

This statement relates to the Class A Common Stock, par value $0.0001 per share (the “Shares”), of Alight, Inc., a Delaware corporation (the “Issuer”). The address of the principal executive offices of the Issuer is 4 Overlook Point, Lincolnshire, Illinois 60069.

(a)       This statement is filed by:

Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.” Each of the Reporting Persons is party to that certain Group Agreement, as further described in Item 6. Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D.

(b)       The address of the principal office of each of Starboard V&O Fund, Starboard S LLC, Starboard C LP, Starboard R LP, Starboard L Master, Starboard L GP, Starboard R GP, Starboard X Master, Starboard Value LP, Starboard Value GP, Principal Co, Principal GP and Mr. Molinelli is 777 Third Avenue, 18th Floor, New York, New York 10017. The address of the principal office of each of Messrs. Smith and Feld is c/o Starboard Value LP, 201 E Las Olas Boulevard, Suite 1000, Fort Lauderdale, Florida 33301. The officers and directors of Starboard V&O Fund and Starboard X Master and their principal occupations and business addresses are set forth on Schedule A and are incorporated by reference in this Item 2. The principal business address of Dr. Dorsey is 81075 Monarchos Circle, La Quinta, California 92253. The principal business address of Mr. Levin is 1702 North Burling Street, Chicago, Illinois 60614. The principal business address of Ms. Rushing is 2221 Peachtree Street, NE, STE D322, Atlanta, Georgia 30309.

(c)       The principal business of Starboard V&O Fund is serving as a private investment fund. Starboard V&O Fund has been formed for the purpose of making equity investments and, on occasion, taking an active role in the management of portfolio companies in order to enhance shareholder value. Starboard S LLC, Starboard C LP, Starboard L Master and Starboard X Master have been formed for the purpose of investing in securities and engaging in all related activities and transactions. Starboard Value LP provides investment advisory and management services and acts as the investment manager of Starboard V&O Fund, Starboard C LP, Starboard L Master, Starboard X Master and the Starboard Value LP Account and the manager of Starboard S LLC. The principal business of Starboard Value GP is providing a full range of investment advisory, pension advisory and management services and serving as the general partner of Starboard Value LP. The principal business of Principal Co is providing investment advisory and management services. Principal Co is a member of Starboard Value GP. Principal GP serves as the general partner of Principal Co. Starboard R LP serves as the general partner of Starboard C LP. Starboard L GP serves as the general partner of Starboard L Master. Starboard R GP serves as the general partner of Starboard R LP and Starboard L GP. Messrs. Smith and Feld serve as members of Principal GP and the members of each of the Management Committee of Starboard Value GP and the Management Committee of Principal GP. The principal occupation of Dr. Dorsey is serving as a Managing Partner and the U.S. Practice Leader of CEO & Board services at Boyden. The principal occupation of Mr. Levin is serving as the Chief Executive Officer of People2.0. The principal occupation of Mr. Molinelli is serving as a Senior Partner and Co-Portfolio Manager of Starboard Value LP. The principal occupation of Ms. Rushing is serving as a Managing Director and Executive Mentor for The ExCo Group, LLC.

(d)       No Reporting Person, nor any person listed on Schedule A, annexed hereto, has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e)       No Reporting Person, nor any person listed on Schedule A, annexed hereto, has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f)       Messrs. Smith, Feld, Levin, and Molinelli, Dr. Dorsey and Ms. Rushing are citizens of the United States of America. The citizenship of the persons listed on Schedule A is set forth therein.

The Shares purchased by each of Starboard V&O Fund, Starboard S LLC, Starboard C LP, Starboard L Master, Starboard X Master and held in the Starboard Value LP Account were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases, except as otherwise noted, as set forth in Schedule B, which is incorporated by reference herein. The aggregate purchase price of the 13,223,148 Shares beneficially owned by Starboard V&O Fund is approximately $122,003,641, excluding brokerage commissions. The aggregate purchase price of the entered into over-the-counter forward purchase contracts for the purchase of 8,967,289 Shares by Starboard V&O Fund is approximately $75,551,725, excluding brokerage commissions. The aggregate purchase price of the 2,821,540 Shares beneficially owned by Starboard S LLC is approximately $25,214,737, excluding brokerage commissions. The aggregate purchase price of the 2,189,383 Shares beneficially owned by Starboard C LP is approximately $19,562,709, excluding brokerage commissions. The aggregate purchase price of the 1,228,759 Shares beneficially owned by Starboard L Master is approximately $10,983,256, excluding brokerage commissions. The aggregate purchase price of the 7,157,058 Shares beneficially owned by Starboard X Master is approximately $64,003,922, excluding brokerage commissions. The aggregate purchase price of the 4,219,823 Shares held in the Starboard Value LP Account is approximately $38,866,102, excluding brokerage commissions.

The Shares beneficially owned by Mr. Levin are held in the Matthew Carl Levin Trust, of which he is the sole trustee, and were purchased in the open market with personal funds. The aggregate purchase price of the 2,635 Shares beneficially owned by Mr. Levin is $24,979, excluding brokerage commissions.

The Reporting Persons purchased the Shares based on the Reporting Persons’ belief that the Shares, when purchased, were undervalued and represented an attractive investment opportunity. Depending upon overall market conditions, other investment opportunities available to the Reporting Persons, and the availability of Shares at prices that would make the purchase or sale of Shares desirable, the Reporting Persons may endeavor to increase or decrease their position in the Issuer through, among other things, the purchase or sale of Shares on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Persons may deem advisable.

On February 16, 2024, Starboard V&O Fund (together with its affiliates, “Starboard”) delivered a letter to the Issuer (the “Nomination Letter”) nominating a slate of highly qualified director candidates, including Keith D. Dorsey, Matthew C. Levin, Gavin T. Molinelli and Coretha Rushing (collectively, the “Nominees”), for election to the Board at the Issuer’s 2024 annual meeting of stockholders (the “Annual Meeting”). As evidenced by their detailed biographies below, the Nominees have backgrounds spanning human capital management, management consulting, corporate strategy, finance, private equity, restructuring, strategic transformation and public company governance. Starboard carefully selected this highly qualified slate of Nominees who collectively have substantial and highly successful experience in the human capital management sector, including decades of experience as senior executives and directors of well-performing human capital management and consulting companies. Starboard expects that three of the Issuer’s current Board members will be standing for election at the Annual Meeting, and if that remains the case, Starboard has indicated that it would withdraw one of its nominees.

Keith D. Dorsey currently serves as a Managing Partner and the U.S. Practice Leader of CEO & Board services at Boyden, a global executive search firm, since April 2022 and as President and Executive Advisor for Dorsey Management Consulting, an executive advisory and business consulting firm since February 2019. Previously, Dr. Dorsey served as Executive Vice President, Global Head of Sales at Alight Solutions (n/k/a Alight, Inc. (NYSE: ALIT)), a cloud-based human capital technology and services provider, from May 2017 to January 2019; he served in various senior global sales roles at Aon Hewitt, a human capital management services subsidiary of Aon plc (NYSE: AON), a leading professional services firm providing a broad range of risk, retirement, and health solutions, from 2011 to 2017; he served as Vice President, Point Solutions Sales with Hewitt Associates, Inc. (formerly NYSE: HEW), a leader in health, retirement and human capital consulting, and outsourcing services, from 2007 to 2011; and he served in various sales and management roles of increasing responsibility at Paychex, Inc. (NASDAQ: PAYX), a human capital management solutions company, from 1990 to 2007. Prior to that, Dr. Dorsey worked in the insurance industry and served in the U.S. Air Force, a branch of the United States Armed Forces. Previously, Dr. Dorsey served as a director on the board of Vimly Benefit Solutions, Inc., an employee benefits technology and third-party administration company, from January 2022 to January 2024 and he served as a director on the board of Orion Talent, a talent advisory and recruitment company, from May 2019 to December 2021. Dr. Dorsey serves on the City of La Quinta’s Financial Advisory Commission, an advisory commission to the City of La Quinta, California, including as its Chair since August 2023, as its Vice Chair from July 2022 to August 2023, and as Commissioner from July 2021 to July 2022. Dr. Dorsey received his EdD from the University of Southern California, his MBA from Pepperdine University, and his B.S. from Charter Oak State College.

Matthew C. Levin currently serves as the Chief Executive Officer of People2.0, a leading global employer of record (EOR) and agent of record (AOR) services provider, since September 2023. Previously, Mr. Levin served as the President, Chief Executive Officer and a member of the board of directors of Benefitfocus, Inc. (“Benefitfocus”)(formerly NASDAQ: BNFT), a cloud-based software solutions company for health care and benefits administration, from May 2021 until it was acquired by Voya Financial, Inc. (“Voya”)(NYSE: VOYA) in January 2023. Following the acquisition, Mr. Levin continued to serve as Chief Executive Officer of Benefitfocus, as a subsidiary of Voya, until April 2023. Prior to that, Mr. Levin served as Chief Strategy Officer of Automatic Data Processing, Inc. (NASDAQ: ADP), a leading provider of human capital management solutions, from November 2018 until April 2021. Prior to that, he was a Managing Partner of Psilos Group Managers, a growth equity firm where he specialized in technology-enabled services investments, from January 2017 to October/ 2018. Prior to that, Mr. Levin was Executive Vice President and Head of Global Strategy of Aon plc (NYSE: AON), a leading professional services firm providing a broad range of risk, retirement, and health solutions, from August 2011 to December 2016. Prior to Aon plc, Mr. Levin served as Senior Vice President of Corporate Development and Strategy for Hewitt Associates, Inc. (formerly NYSE: HEW), a leader in health, retirement and human capital consulting, and outsourcing services, from 2007 to 2011. He was a core member of the team that led the $4.9 billion merger between Aon Consulting and Hewitt Associates, Inc., creating an industry-leading benefits and human resources solutions firm. Earlier in his career, he served as Senior Vice President of Corporate Development and Strategic Planning for IHS Inc. (formerly NYSE: IHS) and as Vice President, Global Operations Officer for the human capital solutions business at Hudson Highland Group, Inc. (formerly NASDAQ: HHGP). Mr. Levin began his career in the First Scholar Program at First Chicago NBD, now JP Morgan Chase, before serving as a management consultant at Sibson & Company. Since June 2023, Mr. Levin has served on the boards of directors of First Dollar, Inc., a technology company that provides infrastructure for health spending benefits, and Vida Health, Inc., a leading provider of virtual cardiometabolic care services. Previously, he served on the boards of directors of Aircraft Technical Publishers, an information services and software solutions company, from January 2016 to November 2018 and OneDigital Health and Benefits (n/k/a Digital Insurance LLC), a healthcare company, from May 2017 to November 2018. Mr. Levin received an MBA from the University of Chicago Booth School of Business and a B.A. from Northwestern University.

Gavin T. Molinelli is a Senior Partner and Co-Portfolio Manager of Starboard Value LP, an investment adviser with a focused and fundamental approach to investing primarily in publicly traded U.S. companies. Prior to Starboard Value LP’s formation in 2011, as part of the spin-off, Mr. Molinelli was a Director and an Investment Analyst at Ramius LLC for the funds that comprised the Value and Opportunity investment platform. Prior to joining Ramius LLC in October 2006, Mr. Molinelli was a member of the Technology Investment Banking group at Banc of America Securities LLC. Mr. Molinelli currently serves as Chair of the Board of Directors of Acacia Research Corporation (NASDAQ: ACTG), a company focused on acquiring and operating attractive businesses across the industrial, healthcare, energy, and mature technology sectors to drive value, since October 2022. Mr. Molinelli previously served on the Board of Directors of each of Forest City Realty Trust, Inc. (formerly NYSE: FCEA), a real estate investment trust, from April 2018 until its acquisition by Brookfield Asset Management Inc. (NYSE: BAM) in December 2018, Depomed, Inc. (n/k/a Assertio Therapeutics, Inc. (NASDAQ: ASRT)), a specialty pharmaceutical company, from March 2017 to August 2017 and Wausau Paper Corp. (formerly NYSE: WPP), a then leading provider of away from home towel and tissue products, from July 2014 until it was acquired by SCA Tissue North America LLC in January 2016. Mr. Molinelli also previously served on the Board of Directors of Actel Corporation (formerly NASDAQ: ACTL), a semiconductor company. Mr. Molinelli received a B.A. in Economics from Washington and Lee University.

Coretha Rushing currently serves as Managing Director and Executive Mentor for The ExCo Group, LLC (formerly Merryck & Co. Americas, LLC), a global executive coaching and mentoring firm, since February 2020 and as the President of CR Consulting Alliance, LLC, a human resource consulting firm, since November 2019. Previously, Ms. Rushing served as Corporate Vice President and Chief Human Resources Officer for Equifax Inc. (NYSE: EFX), a consumer credit reporting agency, from May 2006 to January 2020. Ms. Rushing also served in various roles of increasing responsibility at The Coca-Cola Company (NYSE: KO), a multinational beverage corporation, from 1996 to 2004, including as Senior Vice President, Chief Human Resources Officer. She also served in human resources positions of increasing responsibility at International Business Machines Corporation (NYSE: IBM), an international business solutions company and PepsiCo, Inc. (NASDAQ: PEP), a global food and beverage company. Ms. Rushing has served on the Boards of Directors of ThredUp Inc. (NASDAQ: TDUP), an online resale platform, since January 2022 and 2U, Inc. (NASDAQ: TWOU), an educational technology company, since April 2016. Previously, she served on the Board of Directors of Benefitfocus, Inc. (formerly NASDAQ: BNFT), a cloud-based software solutions company for health care and benefits administration, from March 2021 until it was acquired by Voya Financial, Inc. (NYSE: VOYA) in January 2023. Ms. Rushing also previously served on the Board of Directors of The Society for Human Resource Management, including most recently as Chair and then Chair Emeritus, from May 2016 to December 2019. Ms. Rushing currently serves as an external member of the Board of Directors of Spencer Stuart, a global search firm and professional services firm, since February 2021, and as a member of the Board of Directors of the Big Brothers and Big Sisters of Atlanta, from April 2009 to June 2012, where she chaired the Fundraising and Development Committee responsible for financing their new facility. Ms. Rushing received her Masters of Education in Human Resources and Counseling from The George Washington University and a B.S. from East Carolina University.

Starboard intends to engage in discussions with management and the Board of the Issuer regarding Board representation and the composition of the Issuer’s Board, generally.

No Reporting Person has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D except as set forth herein or such as would occur upon or in connection with completion of, or following, any of the actions discussed herein. The Reporting Persons intend to review their investment in the Issuer on a continuing basis. Depending on various factors including, without limitation, the Issuer’s financial position and investment strategy, the price levels of the Shares, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation, engaging in communications with management and the Board of Directors of the Issuer, engaging in discussions with stockholders of the Issuer or other third parties about the Issuer and the Reporting Persons’ investment, including potential business combinations or dispositions involving the Issuer or certain of its businesses, making recommendations or proposals to the Issuer concerning changes to the capitalization, ownership structure, board structure (including board composition), potential business combinations or dispositions involving the Issuer or certain of its businesses, or suggestions for improving the Issuer’s financial and/or operational performance, purchasing additional Shares, selling some or all of their Shares, engaging in short selling of or any hedging or similar transaction with respect to the Shares, including swaps and other derivative instruments, or changing their intention with respect to any and all matters referred to in Item 4.

The aggregate percentage of Shares reported owned by each person named herein is based upon 510,900,000 Shares outstanding, as of December 31, 2023, which is the total number of Shares outstanding as reported in Exhibit 99.1 to the Issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 21, 2024.

Percentage: Approximately 4.3%

Percentage: Less than 1%

Percentage: Less than 1%

Percentage: Less than 1%

Percentage: Less than 1%

Percentage: Less than 1%

Percentage: Less than 1%

Percentage: Approximately 1.4%

Percentage: Approximately 7.8%

Percentage: Approximately 7.8%

Percentage: Approximately 7.8%

Percentage: Approximately 7.8%

Percentage: Approximately 7.8%

Percentage: 0%

Percentage: Less than 1%

Percentage: 0%

Percentage: 0%

Each Reporting Person, as a member of a “group” with the other Reporting Persons for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, may be deemed the beneficial owner of the Shares directly owned by the other Reporting Persons. Each Reporting Person disclaims beneficial ownership of such Shares except to the extent of his, her or its pecuniary interest therein.

On February 16, 2024, the Reporting Persons entered into a Group Agreement in which, among other things, (a) the Reporting Persons agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer, (b) the Reporting Persons agreed to solicit proxies or written consents for the election of the Nominees at the Annual Meeting (the “Solicitation”), (c) each of the Nominees (other than Mr. Molinelli) agreed that he or she will not undertake or effect any purchase, sale, acquisition or disposition of any securities of the Issuer without the prior written consent of Starboard and (d) Starboard V&O Fund, Starboard S LLC, Starboard C LP, Starboard L Master, Starboard X Master and Starboard Value LP through the Starboard Value Account agreed to bear all expenses incurred in connection with the Solicitation, including approved expenses incurred by any of the parties in connection with the Solicitation, subject to certain limitations. The Group Agreement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Starboard has signed separate letter agreements (the “Indemnification Letter Agreements”) with each of the Nominees (other than Mr. Molinelli) pursuant to which it and its affiliates have agreed to indemnify such Nominees against certain claims arising from the Solicitation and any related transactions. A form of the Indemnification Letter Agreement is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

Starboard has signed compensation letter agreements (the “Compensation Letter Agreements”) with each of the Nominees (other than Mr. Molinelli), pursuant to which it has agreed to pay each of such Nominees: (i) $25,000 in cash as a result of the submission by Starboard of its nomination of such Nominee to the Issuer and (ii) $25,000 in cash upon the filing by Starboard of a definitive proxy statement with the SEC relating to the Solicitation. Pursuant to the Compensation Letter Agreements, each of such Nominees has agreed to use the after-tax proceeds from such compensation to acquire securities of the Issuer (the “Nominee Shares”), subject to Starboard’s right to waive the requirement to purchase the Nominee Shares. Pursuant to the Compensation Letter Agreements, each of such Nominees has agreed not to sell, transfer or otherwise dispose of any Nominee Shares until the earliest to occur of (i) the Issuer’s appointment or nomination of such Nominee as a director of the Issuer, (ii) the date of any agreement with the Issuer in furtherance of such Nominee’s nomination or appointment as a director of the Issuer, (iii) Starboard’s withdrawal of its nomination of such Nominee for election as a director of the Issuer, and (iv) the date of the Annual Meeting; provided, however, in the event that the Issuer enters into a business combination with a third party, each of such Nominees, may sell, transfer or exchange the Nominee Shares in accordance with the terms of such business combination. A form of the Compensation Letter Agreement is attached hereto as Exhibit 99.3 and is incorporated herein by reference.

Starboard V&O Fund entered into forward purchase contracts with UBS as the counterparty providing for the purchase of an aggregate of 8,967,289 Shares (each a “UBS Forward Contract” and collectively, the “UBS Forward Contracts”). Each of the UBS Forward Contracts has a final valuation date of June 9, 2025, however, Starboard V&O Fund has the ability to elect early settlement after serving notice to the counterparty of such intention at least two scheduled trading days in advance of the desired early final valuation date. Each of the UBS Forward Contracts provides for physical settlement. Until the settlement date, none of the UBS Forward Contracts give Starboard V&O Fund voting or dispositive control over the Shares to which such contracts relate.

Other than as described herein, there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between the Reporting Persons and any other person, with respect to the securities of the Issuer.

SIGNATURES

After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: February 21, 2024

SCHEDULE A

Directors and Officers of Starboard Value and Opportunity Master Fund Ltd and Starboard X Master Fund Ltd

SCHEDULE B

Transactions in the Securities of the Issuer During the Past Sixty Days

STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD

STARBOARD VALUE AND OPPORTUNITY S LLC