Blackhawk Reaches Agreement With JANA Partners; To Add Two Independent Directors

(RTTNews) - Blackhawk Network Holdings, Inc. (HAWK) and JANA Partners LLC announced they have entered into a cooperation agreement. Under the agreement, Blackhawk has agreed to nominate Robert Henske and Jeffrey Fox for election to the Board at the Annual Meeting and JANA has agreed to customary standstill and voting commitments.

Under the agreement, Blackhawk will also form a Cost Savings Committee of the Board that will evaluate all options for increasing cost savings, including by, if the Cost Savings Committee so determines, engaging a cost consultant. The Committee will be comprised of four members, two of whom will be the new directors.

Blackhawk announced Jerry Ulrich, the company's CFO, announced that he plans to retire by the end of the current year. The company has initiated a search to identify a replacement for Ulrich, with assistance from Henske and other Board members. The company also reaffirmed all previous 2017 guidance.

Blackhawk announced it intends to restructure equity compensation for the named executive officers beginning in 2018 to enhance alignment with stockholder value creation. The company has also made certain changes to its compensation practices that will result in a lower dilution rate for 2017.