Benchmark Electronics’ Cooperation Agreement with Engaged Capital

On February 26, 2019, Benchmark Electronics, Inc. (“Benchmark”), a worldwide provider of innovative product design, engineering services, technology solutions and advanced manufacturing services, announced that it has reached a Cooperation Agreement with Engaged Capital, LLC (“Engaged Capital”), one of its largest shareholders. Cravath is representing Benchmark in connection with the agreement.

Under the terms of the agreement, Glenn W. Welling, founder of Engaged Capital, will have the option to join Benchmark’s board until the date which is 15 days before the advance notice deadline for Benchmark’s 2020 annual meeting of shareholders, provided Engaged Capital’s current ownership in the company does not fall below 2.5% of Benchmark’s outstanding shares. Engaged Capital has agreed to withdraw its previously nominated slate of director candidates for election to Benchmark’s board at Benchmark’s 2019 annual meeting of shareholders. Pursuant to the Cooperation Agreement, Engaged Capital has agreed to vote all of its shares in favor of Benchmark’s nominees at its 2019 annual meeting, and has agreed to other customary standstill and voting provisions.

The Cravath team is led by partners Richard Hall and Bill Whelan and includes associates Andrew M. Wark and Joseph A. Marshall.