ContractEngagement and Indemnification Agreement • March 17th, 2022 • Sachem Head Capital Management LP • Services-prepackaged software • New York
ENGAGEMENT AND INDEMNIFICATION AGREEMENT, dated as of [•], 2022 (this “Agreement”), by and between Sachem Head Capital Management LP (“Sachem Head”) and [•] (“Nominee”).
Cooperation AgreementCooperation Agreement • December 15th, 2020 • Sachem Head Capital Management LP • Pharmaceutical preparations • Indiana
Elanco Animal Health Incorporated (the “Company”), on the one hand, and Sachem Head Capital Management LP (“Sachem Head”), on behalf of the entities listed on Schedule A, on the other hand, have mutually agreed to the terms contained in this letter agreement (this “Letter Agreement”). For purposes of this Letter Agreement, we refer to each of the Company and Sachem Head as a “Party” and, collectively, as the “Parties.”
COOPERATION AGREEMENTCooperation Agreement • May 10th, 2022 • Sachem Head Capital Management LP • Wholesale-groceries & related products • Delaware
This COOPERATION AGREEMENT (this “Agreement”) is made and entered into as of May 9, 2022, by and between US Foods Holding Corp., a Delaware corporation (the “Company”), and Sachem Head Capital Management LP, a Delaware limited partnership, Sachem Head LP, a Delaware limited partnership, Sachem Head Master LP, an exempted limited partnership organized under the laws of the Cayman Islands, SH Sagamore Master VIII Ltd., an exempted company incorporated under the laws of the Cayman Islands, SH Stony Creek Master Ltd., an exempted company incorporated under the laws of the Cayman Islands, Uncas GP LLC, a Delaware limited liability company, and Sachem Head GP LLC, a Delaware limited liability company (collectively, “Sachem Head”). The Company and Sachem Head are each herein referred to as a “party” and collectively, the “parties.” Capitalized terms used herein shall have the meanings set forth in Section 16 of this Agreement.
AMENDMENT TO COOPERATION AGREEMENTCooperation Agreement • October 2nd, 2020 • Sachem Head Capital Management LP • Chemicals & allied products
This AMENDMENT TO COOPERATION AGREEMENT (this “Amendment”) is made as of October 1, 2020, by and among Olin Corporation (the “Company”), and Sachem Head Capital Management LP, on behalf of the entities listed on Schedule A (Sachem Head Capital Management LP, together with such entities, “Sachem Head”).
JOINT FILING AGREEMENTJoint Filing Agreement • May 10th, 2022 • Sachem Head Capital Management LP • Wholesale-groceries & related products
In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including additional amendments thereto) with respect to the shares of common stock, par value $0.01 per share, of US Foods Holding Corp., a Delaware corporation. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.
Mutual Termination AgreementMutual Termination Agreement • February 29th, 2024 • Sachem Head Capital Management LP • Wholesale-groceries & related products
This Mutual Termination Agreement (this “Agreement”) is dated as of February 28, 2024 (the “Effective Date”), by and among (i) US Foods Holding Corp., a Delaware corporation (the “Company”), on the one hand; and (ii) Sachem Head Capital Management LP, a Delaware limited partnership, Sachem Head LP, a Delaware limited partnership, Sachem Head Master LP, an exempted limited partnership organized under the laws of the Cayman Islands, SH Sagamore Master VIII Ltd., an exempted company incorporated under the laws of the Cayman Islands, SH Stony Creek Master Ltd., an exempted company incorporated under the laws of the Cayman Islands, Uncas GP LLC, a Delaware limited liability company, and Sachem Head GP LLC, a Delaware limited liability company (collectively, “Sachem Head”), on the other hand. The Company and Sachem Head are each herein referred to as a “party” and collectively, the “parties.” Capitalized terms used herein shall have the meanings set forth in the Cooperation Agreement (define
ADVOCACY AGREEMENTAdvocacy Agreement • March 17th, 2022 • Sachem Head Capital Management LP • Services-prepackaged software
THIS ADVOCACY AGREEMENT, dated as of March 15, 2022 (the “Effective Date”), is by and between Sachem Head Capital Management LP (“Sachem Head”) and Corvex Management LP (“Corvex”) (each, a “Party” and, collectively, the “Parties”).
JOINT FILING AGREEMENTJoint Filing Agreement • November 4th, 2015 • Sachem Head Capital Management LP • Services-prepackaged software
In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, each of the undersigned hereby agrees to the joint filing, along with all other such undersigned, on behalf of the Reporting Persons (as defined in the joint filing), of a statement on Schedule 13D (including amendments thereto) with respect to the common stock, par value $0.01 per share, of Autodesk, Inc., and that this agreement be included as an Exhibit 99.1 to such joint filing. This agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument. The undersigned acknowledge that each shall be responsible for the timely filing of any amendments, and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others.
Zoetis Inc.Confidentiality Agreement • February 4th, 2015 • Sachem Head Capital Management LP • Pharmaceutical preparations • Delaware
We appreciate your continuing dialogue with us. The Board of Directors of Zoetis Inc. (the “Company”) has unanimously determined that the Company enter into this Letter Agreement and understands that the Pershing Square Group and, with respect to the obligations set forth in Section 11(and the other Sections referred to in Section 11) below, the Sachem Head Group have determined to enter into this Letter Agreement as well. Certain capitalized terms used herein are defined in Section 9 below. In consideration of and in reliance upon the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Company, the Pershing Square Group and, with respect to the obligations set forth in Section 11 below (and the other Sections referred to therein), the Sachem Head Group hereby agree and confirm as follows:
AGREEMENTAgreement • November 16th, 2015 • Sachem Head Capital Management LP • Services-prepackaged software
THIS AGREEMENT, dated as of November 13, 2015, is by and between Eminence Capital, LP (“Eminence”) and Sachem Head Capital Management LP (“Sachem Head”).
JOINT FILING AGREEMENTJoint Filing Agreement • October 7th, 2021 • Sachem Head Capital Management LP • Wholesale-groceries & related products
In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, each of the undersigned hereby agrees to the joint filing, along with all other such undersigned, on behalf of the Reporting Persons (as defined in the joint filing), of a statement on Schedule 13D (including amendments thereto) with respect to the common stock, par value $0.01 per share, of US Foods Holding Corp., and that this agreement be included as an Exhibit 99.1 to such joint filing. This agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument. The undersigned acknowledge that each shall be responsible for the timely filing of any amendments, and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others.
ENGAGEMENT AND INDEMNIFICATION AGREEMENTEngagement and Indemnification Agreement • February 15th, 2022 • Sachem Head Capital Management LP • Wholesale-groceries & related products • New York
ENGAGEMENT AND INDEMNIFICATION AGREEMENT, dated as of May 5, 2021 (this “Agreement”), by and among Sachem Head Capital Management LP, a Delaware limited partnership (together with its affiliates, “Sachem Head”), and Mr. Bernardo Hees (the “Advisor”).
JOINT FILING AGREEMENTJoint Filing Agreement • November 12th, 2014 • Sachem Head Capital Management LP • Pharmaceutical preparations
In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, each of the undersigned hereby agrees to the joint filing, along with all other such undersigned, on behalf of the Reporting Persons (as defined in the joint filing), of a statement on Schedule 13D (including amendments thereto) with respect to the common stock, par value $0.01 per share, of Zoetis Inc., and that this agreement be included as an Exhibit 99.1 to such joint filing. This agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument. The undersigned acknowledge that each shall be responsible for the timely filing of any amendments, and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others.
TERMINATION AGREEMENTTermination Agreement • March 11th, 2016 • Sachem Head Capital Management LP • Services-prepackaged software
Reference is made to that certain Agreement by and between Eminence Capital, LP (“Eminence”) and Sachem Head Capital Management LP (“Sachem Head”), dated as of November 13, 2015 (the “Original Agreement”). Pursuant to Section 6(A) of the Original Agreement, Eminence and Sachem Head hereby mutually agree to terminate the Original Agreement, effective immediately (the “Termination”). Each of Eminence and Sachem Head agrees and acknowledges that as of the execution hereof (i) they have no agreement, arrangement or understanding whatsoever among themselves with respect to the acquisition, holding, voting or disposition of securities of Autodesk, Inc. and (ii) each may vote or dispose of any securities of Autodesk, Inc. that they may beneficially own in their sole discretion, subject to any contractual obligations each may have to other third parties. For the avoidance of doubt, Sections 4 and 8 of the Original Agreement shall survive the Termination.
JOINT FILING AGREEMENTJoint Filing Agreement • March 17th, 2022 • Sachem Head Capital Management LP • Services-prepackaged software
In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, each of the undersigned hereby agrees to the joint filing, along with all other such undersigned, on behalf of the Reporting Persons (as defined in the joint filing), of a statement on Schedule 13D (including amendments thereto) with respect to the common stock, par value $0.0001 per share, of Anaplan, Inc., and that this agreement be included as an Exhibit 99.1 to such joint filing. This agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument. The undersigned acknowledge that each shall be responsible for the timely filing of any amendments, and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others.
JOINT FILING AGREEMENTJoint Filing Agreement • October 7th, 2020 • Sachem Head Capital Management LP • Pharmaceutical preparations
In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, each of the undersigned hereby agrees to the joint filing, along with all other such undersigned, on behalf of the Reporting Persons (as defined in the joint filing), of a statement on Schedule 13D (including amendments thereto) with respect to the common stock, par value $0.01 per share, of Eagle Materials Inc., and that this agreement be included as an Exhibit 99.1 to such joint filing. This agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument. The undersigned acknowledge that each shall be responsible for the timely filing of any amendments, and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others.
STOCK REPURCHASE AGREEMENTStock Repurchase Agreement • August 13th, 2024 • Sachem Head Capital Management LP • Wholesale-groceries & related products • Delaware
THIS STOCK REPURCHASE AGREEMENT (this “Agreement”) is entered into as of August 13, 2024 by and between US Foods Holding Corp., a Delaware corporation (the “Company”), and SH Sagamore Master VIII Ltd., an exempted company incorporated under the laws of the Cayman Islands (the “Selling Stockholder”) (each, a “Party” and, collectively, the “Parties”).
JOINT FILING AND SOLICITATION AGREEMENTJoint Filing and Solicitation Agreement • February 15th, 2022 • Sachem Head Capital Management LP • Wholesale-groceries & related products • New York
This Agreement (this “Agreement”) is made and entered into as of February 14, 2022, by and among (i) Sachem Head Capital Management LP, Uncas GP LLC, Sachem Head GP LLC and Scott D. Ferguson (together, “Sachem Head”), (ii) Meredith Adler, (iii) James J. Barber, Jr., (iv) Jeri B. Finard, (v) John J. Harris, (vi) Bernardo V. Hees and (vii) David A. Toy (each of the foregoing a “Party”, and collectively, the “Parties” or the “Group”).
JOINT FILING AGREEMENTJoint Filing Agreement • March 28th, 2019 • Sachem Head Capital Management LP • Cement, hydraulic
In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, each of the undersigned hereby agrees to the joint filing, along with all other such undersigned, on behalf of the Reporting Persons (as defined in the joint filing), of a statement on Schedule 13D (including amendments thereto) with respect to the common stock, par value $0.01 per share, of Eagle Materials Inc., and that this agreement be included as an Exhibit 99.1 to such joint filing. This agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument. The undersigned acknowledge that each shall be responsible for the timely filing of any amendments, and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others.
JOINT FILING AGREEMENTJoint Filing Agreement • October 27th, 2014 • Sachem Head Capital Management LP • Services-business services, nec
In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, each of the undersigned hereby agrees to the joint filing, along with all other such undersigned, on behalf of the Reporting Persons (as defined in the joint filing), of a statement on Schedule 13D (including amendments thereto) with respect to the common stock, par value $0.01 per share, of CDK Global, Inc., and that this agreement be included as an Exhibit 99.1 to such joint filing. This agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument. The undersigned acknowledge that each shall be responsible for the timely filing of any amendments, and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others.
August 13, 2024 US Foods Holding Corp. Re: Stock Repurchase Ladies and Gentlemen:Sachem Head Capital Management LP • August 13th, 2024 • Wholesale-groceries & related products
Reference is made to that certain Stock Repurchase Agreement, dated as of the date hereof (the “Agreement”), by and between US Foods Holding Corp. (the “Company”) and SH Sagamore Master VIII Ltd. (the “Selling Stockholder”), pursuant to which the Selling Stockholder shall sell to the Company, and the Company shall purchase from the Selling Stockholder, the Shares (as defined in the Agreement) upon the terms and subject to the conditions set forth therein (the “Repurchase”). Capitalized terms used but not defined in this letter agreement shall have the respective meanings set forth in the Agreement.
JOINT FILING AGREEMENTJoint Filing Agreement • February 24th, 2020 • Sachem Head Capital Management LP • Chemicals & allied products
In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, each of the undersigned hereby agrees to the joint filing, along with all other such undersigned, on behalf of the Reporting Persons (as defined in the joint filing), of a statement on Schedule 13D (including amendments thereto) with respect to the common stock, par value $1.00 per share, of Olin Corporation, and that this agreement be included as an Exhibit 99.1 to such joint filing. This agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument. The undersigned acknowledge that each shall be responsible for the timely filing of any amendments, and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others.
