ENGAGED CAPITAL LLC

Engaged Capital, LLC is a Delaware limited liability company headquartered in Newport Beach, California. It is registered as an investment adviser with the U.S. Securities and Exchange Commission. The firm was organized in February 2012, and Glenn W. Welling, through Engaged Capital Holdings, LLC, is the principal owner. The firm is delegated the authority to make decisions and exercise business discretion on behalf of its clients. The success of clients' accounts depends significantly on the expertise of Glenn W. Welling and other key personnel. The death, incapacity, or withdrawal of Mr. Welling or such other personnel could materially adversely affect the firm's clients.

Engaged Capital primarily employs a long “constructive activist” strategy, seeking investments at discounts to intrinsic value as determined by fundamental analysis. They look for identifiable catalysts for value recognition within a defined timeframe, such as corporate events, changes in the business model or management, competitive position, or market recognition. To manage risk, Engaged Capital may hedge concentrated long investments through short sales of underperforming companies. Investment candidates must meet three criteria: Valuation, Agenda, and Engagement. Valuation requires a confirmation of >20% IRRs, a 30% discount to present value, and a 3:1 upside/downside ratio. Agenda involves identifying opportunities to remedy mispriced valuation through fundamental research and developing a fact-based plan. Engagement ensures a governance structure allows for change and that shareholders are in favor of it, assessing management's receptivity to suggestions.

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