SEC Form SC 13D/A filed by Alight Inc. (Amendment)

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. 2)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)

May 5, 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).

The following constitutes Amendment No. 2 to the Schedule 13D filed by the undersigned (“Amendment No. 2”). This Amendment No. 2 amends the Schedule 13D as specifically set forth herein.

Item 2 is hereby amended to add the following:

In connection with the Agreement defined and described in Item 4 below, Keith D. Dorsey, Matthew C. Levin, Gavin T. Molinelli and Coretha Rushing are no longer members of the Section 13(d) group and shall cease to be Reporting Persons immediately after the filing of this Amendment No. 2. The remaining Reporting Persons will continue filing as a group statements on Schedule 13D with respect to their beneficial ownership of securities of the Issuer to the extent required by applicable law. Each of the remaining Reporting Persons is party to the Joint Filing Agreement defined and described in Item 6 below.

Item 4 is hereby amended to add the following:

On May 5, 2024, Starboard Value LP and certain of its affiliates (collectively, “Starboard”) entered into a cooperation agreement with the Issuer (the “Agreement”) regarding the composition of the Issuer’s Board of Directors (the “Board”) and certain other matters. The following description of the Agreement is qualified in its entirety by reference to the Agreement, which is attached as Exhibit 99.1 hereto and is incorporated herein by reference.

Pursuant to the terms of the Agreement, the Issuer agreed to increase the size of the Board to eleven (11) directors and appoint Coretha Rushing (the “New Class III Director”) as a Class III director with a term expiring at the Issuer’s 2024 annual meeting of stockholders (the “2024 Annual Meeting”) and Dave Guilmette (the “New Class I Director” and together with the New Class III Director, collectively, the “New Directors”) as a Class I director with a term expiring at the Issuer’s 2025 annual meeting of stockholders (the “2025 Annual Meeting”). The Issuer also agreed, among other things, to (i) nominate the New Class III Director as a Class III director for election to the Board at the 2024 Annual Meeting with a term expiring at the Issuer’s 2027 annual meeting of stockholders and solicit proxies for the election of the New Class III Director at the 2024 Annual Meeting in the same manner as it solicits proxies for the election of the Issuer’s other director nominees, (ii) immediately appoint the New Class III Director to the Compensation Committee of the Board and appoint the New Class I Director to at least one (1) committee of the Board, and (iii) use its reasonable best efforts to hold the 2024 Annual Meeting no later than July 26, 2024. The Issuer further agreed to hold an investor day (the “Investor Day”) on or prior to the later of (i) December 31, 2024 and (ii) two (2) months after the consummation of the Issuer’s previously announced sale of certain assets to an affiliate of H.I.G. Capital as contemplated by that certain Stock and Asset Purchase Agreement, dated as of March 20, 2024. Pursuant to the terms of the Agreement, Starboard will be given the opportunity to enter into a customary information sharing agreement with the Issuer to enable the Issuer to share confidential information with Starboard in connection with the Issuer’s anticipated communications at the Investor Day.

The Agreement further provides that following the appointment of the New Directors until the conclusion of the 2024 Annual Meeting, the size of the Board shall not exceed eleven (11) directors, subject to the Board’s fiduciary duties under applicable law, without Starboard’s prior written consent, provided that the size of the Board may be increased to twelve (12) directors to accommodate the appointment of an additional independent director to the Board (the “Additional Independent Director”). Following the conclusion of the 2024 Annual Meeting through the expiration of the Standstill Period (as defined below), the Issuer agreed that, subject to the exercise by the Board of its fiduciary duties under applicable law, (i) if the Additional Independent Director has been appointed to the Board prior to the 2024 Annual Meeting, the size of the Board shall not exceed eleven (11) directors, and (ii) if the Additional Independent Director has not been appointed to the Board, the size of the Board shall not exceed ten (10) directors, provided that the size of the Board may be increased by one (1) director to accommodate the appointment of the Additional Independent Director, and upon such appointment, the size of the Board shall not exceed eleven (11) directors, in each case without Starboard’s prior written consent.

The Agreement also provides that if the New Class III Director (or any replacement director) is unable or unwilling to serve as a director and ceases to be a director, resigns as a director or is removed as a director, is not elected as a director at the 2024 Annual Meeting or for any other reason fails to serve or is not serving as a director at any time prior to the expiration of the Standstill Period, then Starboard has the ability to recommend a substitute person to serve on the Board who meets certain qualifications in accordance with the terms and procedures set forth in the Agreement. Starboard’s rights with respect to the replacement of the New Class III Director are contingent upon Starboard beneficially owning in the aggregate at least the lesser of 3.0% of the Issuer’s then outstanding Shares and 16,510,383 Shares.

Pursuant to the terms of the Agreement, Starboard irrevocably withdrew its nomination of director candidates for election to the Board at the 2024 Annual Meeting. Starboard also agreed, among other things, that Starboard shall appear in person or by proxy at the 2024 Annual Meeting and vote all of the Shares beneficially owned by Starboard at the 2024 Annual Meeting (i) in favor of all of the Issuer’s nominees, (ii) in favor of the ratification of the appointment of Ernst & Young, LLP as the Issuer’s independent registered public accounting firm for the fiscal year 2024, (iii) in accordance with the Board’s recommendation with respect to the Issuer’s “say-on-pay” proposal, and (iv) in accordance with the Board’s recommendation with respect to any other Issuer proposal or stockholder proposal presented at the 2024 Annual Meeting; provided, however, that in the event that Institutional Shareholder Services Inc. (“ISS”) or Glass Lewis & Co., LLC (“Glass Lewis”) recommends otherwise with respect to the Issuer’s “say-on-pay” proposal or any other Issuer proposal or stockholder proposal presented at the 2024 Annual Meeting (other than proposals relating to the election or removal of directors), then, in each case, Starboard shall be permitted to vote in accordance with the ISS or Glass Lewis recommendation. The Agreement further provides that Starboard shall be permitted to vote in its sole discretion on any proposal of the Issuer in respect of any extraordinary transaction. Starboard further agreed that it will vote all of the Shares beneficially owned by it in accordance with the Board’s recommendations on any proposal relating to the appointment, election or removal or directors at any special meetings of the Issuer’s stockholders or actions by written consent of the Issuer’s stockholders during the Standstill Period.

Starboard also agreed to certain customary standstill provisions, effective as of the date of the Agreement through the earlier of (x) the date that is fifteen (15) business days prior to the deadline for the submission of stockholder nominations for the 2025 Annual Meeting, or (y) the date that is one hundred five (105) days prior to the first anniversary of the 2024 Annual Meeting (the “Standstill Period”), prohibiting it from, among other things, (i) soliciting proxies or consents with respect to securities of the Issuer, (ii) entering into a voting agreement or forming, joining or participating in a “group” with other stockholders of the Issuer, other than certain affiliates of Starboard, (iii) seeking or submitting or encouraging any person to submit nominees in furtherance of a contested solicitation for the appointment, election or removal of directors; provided, however, that Starboard may take actions to identify director candidates in connection with the 2025 Annual Meeting so long as such actions do not create a public disclosure obligation for Starboard or the Issuer, are not publicly disclosed by Starboard, and are undertaken on a basis reasonably designed to be confidential and in accordance in all material respects with Starboard’s normal practices in the circumstances, (iv) submitting any proposal for consideration by stockholders of the Issuer at any annual or special meeting of stockholders or through any written consent, soliciting a third party to make an acquisition proposal, commenting on any third-party acquisition proposal, or calling or seeking a special meeting of stockholders or to act by written consent, (v) seeking, alone or in concert with others, representation on the Board other than as described in the Agreement, or (vi) advising, encouraging, supporting, or influencing any person with respect to the voting or disposition of the Shares.

The Issuer and Starboard also made certain customary representations, agreed to mutual non-disparagement provisions and agreed to jointly issue a press release announcing certain terms of the Agreement.

Items 5(a) – (c) are hereby amended and restated to read as follows:

The aggregate percentage of Shares reported owned by each person named herein is based upon 550,346,093 Shares outstanding, as of April 24, 2024, which is the total number of Shares outstanding as reported in the Issuer’s Amended Annual Report on Form 10-K/A filed with the Securities and Exchange Commission on April 29, 2024.

Percentage: Approximately 4.0%

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 1.3%

Percentage: Approximately 7.2%

Percentage: Approximately 7.2%

Percentage: Approximately 7.2%

Percentage: Approximately 7.2%

Percentage: Approximately 7.2%

Percentage: Less than 1%

Percentage: Less than 1%

Percentage: 0%

Percentage: Less than 1%

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.

Item 6 is hereby amended to add the following:

On May 5, 2024, Starboard and the Issuer entered into the Agreement defined and described in Item 4 above and attached as Exhibit 99.1 hereto.

On May 6, 2024, the Reporting Persons entered into a Joint Filing Agreement in which the Reporting Persons who will remain Reporting Persons subsequent to this Amendment No. 2 agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer to the extent as required by applicable law. A copy of this agreement is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

Item 7 is hereby amended to add the following exhibits:

99.1       Agreement by and among Starboard Value and Opportunity Master Fund Ltd, Starboard Value and Opportunity S LLC, Starboard Value and Opportunity C LP, Starboard Value R LP, Starboard Value and Opportunity Master Fund L LP, Starboard Value L LP, Starboard Value R GP LLC, Starboard X Master Fund Ltd, Starboard Value LP, Starboard Value GP LLC, Starboard Principal Co LP, Starboard Principal Co GP LLC, Jeffrey C. Smith, Peter A. Feld and Alight, Inc., dated May 5, 2024.

99.2       Joint Filing Agreement by and among Starboard Value and Opportunity Master Fund Ltd, Starboard Value and Opportunity S LLC, Starboard Value and Opportunity C LP, Starboard Value R LP, Starboard Value and Opportunity Master Fund L LP, Starboard Value L LP, Starboard Value R GP LLC, Starboard X Master Fund Ltd, Starboard Value LP, Starboard Value GP LLC, Starboard Principal Co LP, Starboard Principal Co GP LLC, Jeffrey C. Smith and Peter A. Feld, dated May 6, 2024.

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: May 6, 2024