What comes next for this: COOPERATION AGREEMENT
This Cooperation Agreement ("Agreement") is entered into as of July 1, 2020, by and between e.l.f. Beauty, Inc., a Delaware corporation (the "Company"), and Marathon Partners Equity Management, LLC ("Marathon Partners"), Marathon Partners L.P., Marathon Focus Fund L.P., Marathon Partners LUX Fund, L.P., Cibelli Research & Management, LLC and Mario Cibelli (collectively, the "Marathon Parties") (each of the Company, on the one hand, and the Marathon Parties, on the other hand, a "Party" to this Agreement, and collectively, the "Parties").
RECITALS
WHEREAS, the Marathon Parties have voting power or sole dispositive power or otherwise have beneficial ownership of 2,585,000 shares of the common stock, par value $0.01 per share, of the Company (the "Common Stock") as of the date of this Agreement;
WHEREAS, Marathon Partners submitted a letter to the Company on May 28, 2020 (the "Nomination Notice") nominating a slate of director candidates to be elected to the Board of Directors of the Company (the "Board") at the Company's 2020 Annual Meeting of Shareholders (the "2020 Annual Meeting"); and