Director Appointment and Nomination Agreement Sample Contracts
DIRECTOR APPOINTMENT AND NOMINATION AGREEMENTDirector Appointment and Nomination Agreement • March 20th, 2025 • Caesars Entertainment, Inc. • Hotels & motels
This Director Appointment and Nomination Agreement, dated as of March 17, 2025 (this “Agreement”), is by and among the persons and entities listed on Schedule A (collectively, the “Icahn Group”, and each individually a “member” of the Icahn Group) and Caesars Entertainment, Inc., a Delaware corporation (the “Company”). In consideration of and reliance upon the mutual covenants and agreements contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:
REDACTED Certain identified information, indicated by [*****], has been omitted pursuant to Item 601(b)(10) because it is (i) not material and (ii) contains personal information. AMENDED AND RESTATED DIRECTOR APPOINTMENT AND NOMINATION AGREEMENTDirector Appointment and Nomination Agreement • June 23rd, 2022 • Bausch & Lomb Corp • Ophthalmic goods • Delaware
This Amended and Restated Director Appointment and Nomination Agreement, dated as of June 21, 2022 (this “Agreement”), is by and among the persons and entities listed on Schedule A (collectively, the “Icahn Group”, and each individually a “member” of the Icahn Group) and Bausch + Lomb Corporation (the “Company”). In consideration of and reliance upon the mutual covenants and agreements contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:
DIRECTOR APPOINTMENT AND NOMINATION AGREEMENTDirector Appointment and Nomination Agreement • February 26th, 2024 • Ohio Power Co • Electric services
your investment in the Company and (ii) who are informed by you of the confidential nature of such information and agree to be bound by the terms of this Agreement as if they were a party hereto; provided, further, that you will be responsible for any violation of this letter agreement by your Representatives as if they were parties to this letter agreement; and (B) to the Company and the Company Representatives. It is understood and agreed that the Icahn Designee (including any Replacement Designee) and the Icahn Board Observer shall not disclose to you or your Representatives any Privileged Information (as defined below) that may be included in the Evaluation Material. “Privileged Information” as used in this letter agreement shall be solely and exclusively limited to the advice provided by legal counsel and any discussions, deliberations or materials concerning such advice or which would otherwise be subject to legal privileges and protections and shall not include factual informati
EX-99.1 2 d537723dex991.htm EX-99.1 EXECUTION VERSION DIRECTOR APPOINTMENT AND NOMINATION AGREEMENTDirector Appointment and Nomination Agreement • May 5th, 2020 • Delaware
This Director Appointment and Nomination Agreement, dated March 18, 2018 (this “Agreement”), is by and among the persons and entities listed on Schedule A (collectively, the “Icahn Group”, and each individually a “member” of the Icahn Group) and Newell Brands Inc. (the “Company”). In consideration of and reliance upon the mutual covenants and agreements contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is acknowledged, the parties agree as follows:
FIRST AMENDMENT TO DIRECTOR APPOINTMENT AND NOMINATION AGREEMENTDirector Appointment and Nomination Agreement • March 29th, 2019 • CAESARS ENTERTAINMENT Corp • Hotels & motels
This First Amendment to Director Appointment and Nomination Agreement (this “Amendment”), dated March 28, 2019, is by and among the persons and entities listed on Schedule A (collectively, the “Icahn Group”, and each individually a “member” of the Icahn Group) and Caesars Entertainment Corporation (the “Company”). Capitalized terms used herein but not defined herein shall have the respective meanings set forth in the Original Agreement (as defined below).
Amendment to Director Appointment and Nomination AgreementDirector Appointment and Nomination Agreement • May 2nd, 2025 • Caesars Entertainment, Inc. • Hotels & motels
This Amendment, dated as of May 2, 2025, (this “Amendment”) is entered into by and among the persons and entities listed on Schedule A (collectively, the “Icahn Group”, and each individually a “member” of the Icahn Group), and Caesars Entertainment, Inc., a Delaware corporation (the “Company”), and amends the Director Appointment and Nomination Agreement, dated as of March 17, 2025, by and among the Icahn Group and the Company (the “Nomination Agreement”). All capitalized terms that are used but not defined herein shall have the meanings ascribed to such terms in the Nomination Agreement.
AMENDMENT TO THE DIRECTOR APPOINTMENT AND NOMINATION AGREEMENTDirector Appointment and Nomination Agreement • April 23rd, 2018 • Newell Brands Inc • Plastics products, nec • Delaware
This amendment to the Director Appointment and Nomination Agreement (this “Amendment”), dated April 23, 2018, is by and among the persons and entities listed on Schedule A (collectively, the “Icahn Group”, and each individually a “member” of the Icahn Group) and Newell Brands Inc. (the “Company”) (each a “Party” and collectively, the “Parties”).
REDACTED Certain identified information, indicated by [*****], has been excluded from the exhibit because it is both (i) not material and (ii) would likely cause competitive harm if publicly disclosed. DIRECTOR APPOINTMENT AND NOMINATION AGREEMENTDirector Appointment and Nomination Agreement • April 28th, 2022 • Bausch & Lomb Corp • Ophthalmic goods • Delaware
This Director Appointment and Nomination Agreement, dated as of April 28, 2022 (this “Agreement”), is by and among the persons and entities listed on Schedule A (collectively, the “Icahn Group”, and each individually a “member” of the Icahn Group) and Bausch + Lomb Corporation (the “Company”). In consideration of and reliance upon the mutual covenants and agreements contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:
Amendment to Director Appointment and Nomination AgreementDirector Appointment and Nomination Agreement • January 23rd, 2025 • Dana Inc • Motor vehicle parts & accessories
This Amendment, dated as of January 23, 2025, (this “Amendment”) is entered into by and among the persons and entities listed on Schedule A (collectively, the “Icahn Group”, and each individually a “member” of the Icahn Group), and Dana Incorporated, a Delaware corporation (the “Company”), and amends the Director Appointment and Nomination Agreement, dated as of January 7, 2022, by and among the Icahn Group and the Company (the “Nomination Agreement”). All capitalized terms that are used but not defined herein shall have the meanings ascribed to such terms in the Nomination Agreement.
March 13, 2023 To: Newell Brands Inc. Ladies and Gentlemen:Director Appointment and Nomination Agreement • March 15th, 2023 • Newell Brands Inc. • Plastics products, nec
Capitalized terms used but not otherwise defined herein shall have the meanings given to such terms in the Director Appointment and Nomination Agreement, dated as of March 18, 2018 (as amended April 23, 2018 and February 8, 2023, the “Nomination Agreement”), among Newell Brands Inc. (the “Company”) and Carl C. Icahn, including entities controlled by Mr. Carl Icahn and his associates and related affiliate entities (collectively, the “Icahn Group”). Pursuant to Section 1(a)(v) of the Nomination Agreement, subject to and effective upon the resignation of Brett M. Icahn from the Company’s Board of Directors (“Board”), the Icahn Group hereby designates David Willetts, Chief Executive Officer of Icahn Enterprises L.P. (“IELP”), to replace Brett Icahn as a member of the Board. The Icahn Group further acknowledges and agrees that (i) upon his election to the Board, Mr. Willetts will be deemed an Icahn Designee and the Replacement for Brett Icahn under the Nomination Agreement; (ii) upon his el
NEWELL BRANDS INC. February 8, 2023Director Appointment and Nomination Agreement • February 10th, 2023 • Newell Brands Inc. • Plastics products, nec
Capitalized terms used but not otherwise defined herein shall have the meanings given to such terms in the Director Appointment and Nomination Agreement, dated as of March 18, 2018, as amended from time to time, among Newell Brands Inc. (the “Company”) and the Icahn Group (the “Nomination Agreement”). This letter agreement (the “Letter Agreement”) shall take effect only upon the approval of this Letter Agreement by the Company’s Board of Directors (“Board”), the Board’s nomination of Gaoxiang (Gary) Hu for election as a director of the Company at the company’s 2023 annual meeting of stockholders (the “2023 Annual Meeting”) and the designation by the Board of Robert A. Steele to serve as the Chairman of the Board (the time at which all of these conditions have been satisfied referred to herein as the “Effective Time”). If the Effective Time has not occurred by the close of business on February 9, 2023, the Letter Agreement shall be terminated automatically and of no further force or eff
DIRECTOR APPOINTMENT AND NOMINATION AGREEMENTDirector Appointment and Nomination Agreement • March 1st, 2019 • CAESARS ENTERTAINMENT Corp • Hotels & motels • Delaware
This Director Appointment and Nomination Agreement, dated as of March 1, 2019 (this “Agreement”), is by and among the persons and entities listed on Schedule A (collectively, the “Icahn Group”, and each individually a “member” of the Icahn Group) and Caesars Entertainment Corporation (the “Company”). In consideration of and reliance upon the mutual covenants and agreements contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is acknowledged, the parties agree as follows:
DIRECTOR APPOINTMENT AND NOMINATION AGREEMENTDirector Appointment and Nomination Agreement • December 13th, 2022 • Crown Holdings Inc • Metal cans
This letter agreement shall become effective upon the appointment of any Icahn Designee to the Board of Directors (the “Board”) of Crown Holdings, Inc. (the “Company”). Capitalized terms used but not otherwise defined herein shall have the meanings given to such terms in the Director Appointment and Nomination Agreement (the “Nomination Agreement”), dated as of December 12, 2022, among the Company and the Icahn Group. The Company understands and agrees that, subject to the terms of, and in accordance with, this letter agreement, an Icahn Designee may, if and to the extent he or she desires to do so, disclose non-privileged information he or she obtains while serving as a member of the Board to you and your Representatives (as hereinafter defined), and may discuss such information with any and all such persons, subject to the terms and conditions of this letter agreement, and that other members of the Board may similarly disclose information to you if they wish to do so, subject to the
DIRECTOR APPOINTMENT AND NOMINATION AGREEMENTDirector Appointment and Nomination Agreement • February 24th, 2021 • Bausch Health Companies Inc. • Pharmaceutical preparations • Delaware
Investor Contact: Media Contact: Arthur Shannon Lainie Keller arthur.shannon@bauschhealth.com lainie.keller@bauschhealth.com (514) 856-3855 (908) 927-1198 (877) 281-6642 (toll free)
DIRECTOR APPOINTMENT AND NOMINATION AGREEMENTDirector Appointment and Nomination Agreement • March 16th, 2021 • Firstenergy Corp • Electric services • Ohio
DIRECTOR APPOINTMENT AND NOMINATION AGREEMENTDirector Appointment and Nomination Agreement • March 25th, 2020 • Occidental Petroleum Corp /De/ • Crude petroleum & natural gas • Delaware
This letter agreement shall become effective upon the appointment of any Icahn Designee to the Board of Directors (the “Board”) of Occidental Petroleum Corporation (the “Company”). Capitalized terms used but not otherwise defined herein shall have the meanings given to such terms in the Director Appointment and Nomination Agreement (the “Nomination Agreement”), dated as of March 25, 2020, among the Company, the Icahn Group and, solely with respect to the provisions applicable thereto, the New Independent Director. The Company understands and agrees that, subject to the terms of, and in accordance with, this letter agreement, an Icahn Designee may, if and to the extent he or she desires to do so, disclose information he or she obtains while serving as a member of the Board to you and your Representatives (as hereinafter defined), and may discuss such information with any and all such persons, subject to the terms and conditions of this Agreement, and that other members of the Board may