MeridianLink Inc.
07/26/2024 | Press release | Distributed by Public on 07/26/2024 14:34
Material Event Form 8 K
Item 8.01 Other Events.
On March 26, 2024, Louis Eisenberg ("Plaintiff"), a putative stockholder of MeridianLink, Inc. (the "Company"), filed a Verified Stockholder Class Action and Derivative Complaint (the "Complaint") in the Delaware Court of Chancery, captioned Eisenberg v. Cowan et al., C.A. No. 2024-0309-KSJM (Del. Ch.), on behalf of the Company against Cody Cowan, Edward H. McDermott, Timothy Nguyen, Reema Poddar, A.J. Rohde, Mark Sachleben, Nicolaas Vlok, Duston Williams, and Yael Zheng (the "Individual Defendants") and Thoma Bravo, LLC, n/k/a Thoma Bravo, L.P., and Thoma Bravo UGP, LLC ("Thoma Bravo"). The Complaint challenged a stock repurchase program (the "2024 Repurchase Program") approved by the Company's board of directors in January 2024. The Complaint alleged that the Individual Defendants breached their fiduciary duties in connection with approving the 2024 Repurchase Program, and further asserted a claim against Thoma Bravo for aiding and abetting the Individual Defendants' breaches of fiduciary duty.
While the Company and other defendants deny completely all of the allegations of wrongdoing in the Complaint, on April 9, 2024, the Company's board of directors passed certain resolutions that updated the terms of the 2024 Repurchase Program and provided that, inter alia, the Company shall execute the 2024 Repurchase Program in such a way that the Company's repurchases pursuant thereto do not cause Thoma Bravo's ownership of the Company's outstanding voting stock to reach or exceed 49.5%; and provided further that all officers of the Company shall take appropriate measures to ensure that repurchases pursuant to the 2024 Repurchase Program do not cause Thoma Bravo's ownership of the Company's outstanding voting stock to reach or exceed 49.5% (the "Board Resolutions"). Plaintiff agreed that, as a result of the Board Resolutions, the claims set forth in the Complaint have been mooted, and the Company has agreed to pay $600,000 in fees and expenses to Plaintiff's counsel.
On July 22, 2024, the Court entered a Stipulation and Order (the "Order") providing that Plaintiff's action will be dismissed with prejudice and the case will be closed. The Court has not passed on the amount of fees and expenses. In the Order, the Company stipulated to file this Current Report on Form 8-K, which shall constitute notice to stockholders for purposes of Rules 23 and 23.1 of the Rules of the Court of Chancery.
Plaintiff's counsel are Michael J. Barry, Christine M. Mackintosh, and Vivek Upadhya of Grant & Eisenhofer P.A., (302) 622-7000, and the Company's counsel is Brock E. Czeschin of Richards, Layton & Finger, P.A., (302) 651-7700.