Open Lending Corporation has entered into a Cooperation Agreement with Palogic Value Management, L.P., Palogic Value Fund, L.P., and Palogic Capital Management, LLC. The agreement, dated March 6, 2026, outlines several commitments from both parties, including board nominations and voting agreements.
Under the terms of the agreement, Open Lending will nominate William Dabbs Cavin as a Class III director for the upcoming 2026 Annual Meeting of Stockholders. The company will also recommend that its stockholders vote in favor of Cavin’s election and a non-binding proposal to declassify the board, allowing all directors to be elected annually. This proposal was previously submitted by Palogic under Rule 14a-8 of the Securities Exchange Act of 1934.
Palogic has agreed to vote all its shares in favor of Open Lending’s board nominees and other board-recommended proposals during the cooperation period, which lasts until 30 days before the nominating period for the 2027 Annual Meeting. Additionally, Palogic is subject to standstill restrictions, including limits on acquiring or selling shares that would alter ownership percentages significantly, and restrictions on soliciting proxies or nominating additional directors.
The agreement also includes mutual non-disparagement provisions, ensuring both parties maintain a positive relationship throughout the cooperation period.
In related news, Charles D. Jehl, a current Class III director, has announced he will not seek re-election at the 2026 Annual Meeting. Jehl’s decision is not due to any disagreements with the company.
Disclaimer: This article is based on a Form 8-K filing submitted to the U.S. Securities and Exchange Commission (SEC).
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