Acacia Research Corp PRE 14A, filed Mar 29, 2023

Acacia Research Corp (ACTG)

PRE 14A 2023-03-29 For: 2023-03-28

View Original

Added on October 19, 2026

Search and read filings like this one from Claude or ChatGPT with the SEC filings MCP server →


x			Preliminary Proxy Statement
o			Confidential, for Use of the Commission (as permitted by Rule 14a-6(e)(2))
o			Definitive Proxy Statement
o			Definitive Additional Materials
o			Soliciting Material Pursuant to Rule 14a-12


			Very truly yours,

			/s/ Gavin Molinelli
			Gavin Molinelli
			Chairman of the Board of Directors


			1			To elect five directors to serve on our Board of Directors until the 2024 Annual Meeting of Stockholders or until their respective successors are duly elected and qualified;
			2			To ratify the appointment of Grant Thornton LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2023;
			3			To approve, on a non-binding, advisory basis, the compensation of our named executive officers;
			4			To approve, on a non-binding, advisory vote, the frequency of future advisory votes on the compensation of our named executive officers;
			5			To approve an amendment to our Amended and Restated Certificate of Designations, Preferences and Rights of Series A Convertible Preferred Stock (the “Certificate of Designations”) to remove the Maximum Percentage limitation, as defined in the Certificate of Designations; and
			6			To transact such other business as may properly come before the Annual Meeting or at any postponement or adjournment thereof.


			Sincerely,

			/s/ Jennifer Graff
			Jennifer Graff
			Secretary


			Intellectual Property and Financial Expertise Breadth and depth of experience in the Company's business
			Diverse Characteristics Gender Diversity
			Executive Experience Executive experience, including serving as senior executive within a complex organization
			Financial Reporting Experience overseeing the presentation of financial results as well as internal controls
			Marketing & Media Experience overseeing internal and external communications and engagement with stakeholders
			Public Company Experience Experience as a board member of other publicly traded companies
			Risk Management Experience overseeing complex risk management matters
			Strategic Planning Experience driving the strategic direction and growth of an organization


Filed by the Registrant x
Filed by a Party other than the Registrant o


o			Fee paid previously with preliminary materials:
o			Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11


A:			Stockholders will consider and vote by internet, mail, telephone, or virtually at the Annual Meeting, upon the following matters:


			•			Proposal No. 1: To elect five directors to serve on our Board until the 2024 Annual Meeting of Stockholders (the “2024 Annual Meeting”) or until their respective successors are duly elected and qualified (which we also refer to as the “Director Election Proposal”);


			•			Proposal No. 2: To ratify the appointment of Grant Thornton LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2023 (which we also refer to as the “Auditors Ratification Proposal”);


			•			Proposal No. 3: To approve, on a non-binding, advisory basis, the compensation of our named executive officers, as disclosed in this Proxy Statement (which we also refer to as the “Say-on-Pay Proposal”);


			•			Proposal No. 4: To approve, on a non-binding, advisory basis, the frequency of future advisory votes on the compensation of our named executive officers (which we also refer to as the “Say-on-Frequency Proposal”); and


			•			Proposal No. 5: To approve an amendment to our Amended and Restated Certificate of Designations, Preferences and Rights of Series A Convertible Preferred Stock (the “Certificate of Designations”) to remove the Maximum Percentage limitation (as defined in the Certificate of Designations) (which we also refer to as the “Amendment Proposal”);


						For the Director Election Proposal, abstentions are not counted as votes “FOR” or “AGAINST” a director nominee and will have no effect in determining the outcome of the election of directors. Further, for the Say-on-Frequency Proposal, abstentions will have no effect on the proposal.
						For each of the other proposals, abstentions will have the same effect as a vote “AGAINST” such proposal.


Name	Age	Director Since	Positions with the Company
Gavin Molinelli	39	2022	Chairman and Director
Isaac T. Kohlberg*+^#%	71	2019	Director
Maureen O'Connell*+#%	61	2019	Director
Jonathan Sagal^#	41	2019	Director
Katharine Wolanyk*+^	60	2019	Director


x			No fee required.


			•			Establish criteria and qualifications for Board membership, including standards for assessing independence;

			•			Identify and consider candidates, including those recommended by stockholders and others, to fill positions on the Board, and assess the contributions and independence of incumbent directors in determining whether to recommend them for reelection to the Board;

			•			Recommend to the Board candidates for election or reelection at each annual meeting of stockholders;

			•			Annually review our corporate governance processes, and our governance principles, including such issues as the Board’s organization, membership terms, and the structure and frequency of Board meetings, and recommend appropriate changes to the Board;

			•			Administer our corporate Codes of Conduct and annually review and assess the adequacy of the corporate Codes of Conduct and recommend any proposed changes to the Board. Specifically, the Nominating, Governance and Sustainability Committee shall discuss with management its compliance with the corporate Codes of Conduct, including any insider and affiliated party transactions, and our procedures to monitor compliance with the corporate Codes of Conduct;

			•			Review periodically with our Chief Executive Officer and the Board, the succession plans relating to positions held by senior executives, and make recommendations to the Board regarding the selections of individuals to fill these positions;

			•			Oversee the continuing education of existing directors and the orientation of new directors;

			•			Monitor the functions of the Board and its committees, as set forth in their respective charters, and coordinate and oversee annual evaluations of the Board’s performance and procedures, including an evaluation of individual directors, and of the Board’s committees;

			•			Review and discuss with management disclosure of the Company's corporate governance practices, director independence and the director nominations process, and recommend that this disclosure be included in the Company's proxy statement or annual report on Form 10-K, as applicable;

			•			Assess annually the performance of the duties specified in the Nominating, Governance and Sustainability Committee Charter by the Nominating, Governance and Sustainability Committee and its individual members;

			•			Review and evaluate the Company’s programs, practices and reporting relating to ESG (Environmental, Social and Governance) issues, including the Company’s Human Rights, Environmental, and related policies, and impacts to support the sustainable growth of the Company’s business; and

			•			Review and evaluate the Company’s programs, practices and reporting relating to climate-related risks and opportunities.


•						the highest ethical standards and integrity;

•						a willingness to act on and be accountable for Board decisions;

•						an ability to provide wise, informed, and thoughtful counsel to top management on a range of issues;

•						a history of achievement that reflects high standards for the director candidate and others;

•						loyalty and commitment to driving our success;

•						the independence requirements imposed by the SEC and the Nasdaq Stock Market; and

•						a background that provides a range of experience, qualifications, attributes, skills and knowledge commensurate with our needs


Total Number of Directors	5
	Female	Male	Non-Binary	Did Not Disclose Gender
Part I: Gender Identity
Directors	2	3	0	0
Part II: Demographic Background
African American or Black	0	0	0	0
Alaskan Native or Native American	0	0	0	0
Asian	0	0	0	0
Hispanic or Latinx	0	0	0	0
Native Hawaiian or Pacific Islander	0	0	0	0
White	2	3	0	0
Two or More Races or Ethnicities	0	0	0	0


	Member Annual Retainer ($)	Chair Annual Retainer ($)	Per Meeting Fee($)
Board of Directors	80,000	75,000
Audit Committee	—	25,000
Compensation Committee	—	20,000
Nominating, Governance and Sustainability Committee	—	15,000
Strategic Committee	80,000	10,000
Special Committee			2,000


Name	Fees Earned or Paid in Cash ($)(1)	Stock Awards ($)(2)	Option Awards ($)	Non-Equity Incentive Plan Compen- sation ($)	Non-qualified Deferred Compensa- tion Earnings ($)	All Other Compensation ($)	Total ($)
Gavin Molinelli(3)	25,833	—	—	—	—	—	25,833
Isaac T. Kohlberg	280,000	120,001	—	—	—	—	400,001
Maureen O'Connell	347,500	120,001	—	—	—	—	467,501
Jonathan Sagal	170,000	120,001	—	—	—	—	290,001
Katharine Wolanyk	95,000	120,001	—	—	—	—	215,001


(1)			Includes annual cash retainers for service on the Board and as a member of the chair of any committee thereof. For Mr. Molinelli, includes a prorated annual cash retainer for his service as the Chair of our Board beginning October 30, 2022 and for Ms. O’Connell, includes the annual cash retainer for her service as Chair of our Board, prorated through October 30, 2022.
(2)			Amounts shown represent the aggregate grant date fair value of restricted stock units granted to the directors as determined pursuant to ASC Topic 718, “Compensation – Stock Compensation,” (“ASC Topic 718”). The methodology used to calculate the value of restricted stock units is set forth under Note 2 to the Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022 filed with the SEC on March 17, 2023. The 26,201 restricted stock units granted to each of Messrs. Kohlberg and Sagal and Mses. O’Connell and Wolanyk remained outstanding and unvested at the end of fiscal year 2022.
(3)			Mr. Molinelli began serving as the Chair of the Board on October 30, 2022.


Period:	Audit Fees(1) ($)	Tax Fees(2) ($)	All Other Fees(3) ($)
BDO - Fiscal Year Ended December 31, 2022	564,550	363,819	—
BDO - Fiscal Year Ended December 31, 2021	705,210	201,173	7,350
GT - Fiscal Year Ended December 31, 2022	634,438	94,700	—
GT - Fiscal Year Ended December 31, 2021	78,750	42,410	—


(1)			Includes fees for professional services rendered for the audit of our annual consolidated financial statements included in our Form 10-K, consent fees, and for reviews of our consolidated financial statements included in our quarterly reports on Form 10-Q.
(2)			Includes fees for professional services rendered in connection with the preparation of consolidated and subsidiary federal and state income tax returns, and tax related provision work, research, compliance and consulting.
(3)			All Other Fees consist of fees for permitted services other than those that meet the criteria above, and include certain advisory services performed by BDO USA, LLP or Grant Thornton LLP, as the case may be, related to valuation and due diligence.


Beneficial Owner	Common Stock, Restricted Stock and Restricted Stock Units	Shares of Common Stock Issuable Upon Exercise of Options	Amount of Direct Beneficial Ownership of Common Stock	Amount of Indirect Beneficial Ownership of Commons Stock	Percent of Class(1)

Named Executive Officers
Martin D. McNulty, Jr.(2)	60,000	250,000	—	—	*
Richard Rosenstein(3)	85,225	75,000	160,225	—	*
Jason W. Soncini(4)	100,811	168,750	123,311	—	*
Marc W. Booth(5)	298,749	362,500	346,248	—	*
Clifford Press(6)	268,836	—	268,836	—	*
Lawrence Wesley Golby(7)(8)	73,368	—	73,368	6,700	*
Directors:
Gavin Molinelli	—	—	—	—	*
Isaac T. Kohlberg	30,619	—	30,619	—	*
Maureen O’Connell	186,776	—	186,776	—	*
Jonathan Sagal	123,544	—	123,554	—	*
Katharine Wolanyk	161,776	—	161,776	—	*
All Directors and Executive Officers as a Group (eleven persons)(9)	1,389,704	856,250	1,474,713	6,700	2.52	%


(1)			The percentage of shares beneficially owned is based on [●] shares of our common stock outstanding as of the Record Date. Beneficial ownership is determined under the rules and regulations of the SEC. Shares of common stock that may be acquired within 60 days after the Record Date, pursuant to the exercise of options, warrants or other rights, are deemed to be outstanding and beneficially owned by the person holding such securities for the purpose of computing the number of shares beneficially owned and the percentage ownership of such person, but are not deemed to be outstanding for the purpose of computing the percentage ownership of any other person. Except as indicated in the footnotes to this table, and subject to applicable community property laws, we believe that such persons have sole voting and investment power with respect to all shares of our common stock shown as beneficially owned by them.
(2)			Mr. McNulty holds 60,000 RSUs and an option to purchase 250,000 shares of common stock which were granted in 2022 and vest in equal installments over a four-year period through March 8, 2026, none of which vest within 60 days of the Record Date and are therefore excluded from beneficial ownership.
(3)			Mr. Rosenstein resigned as Chief Financial Officer on January 27, 2023. Mr. Rosenstein entered into a consulting agreement with the Company effective January 28, 2023, which allows for continued vesting through April 30, 2023, the consulting period, of certain grants. 21,625 RSUs which were granted in 2020 were cancelled upon Mr. Rosenstein’s resignation and are therefore excluded from beneficial ownership; 30,000 RSUs and an option to purchase 75,000 shares of common stock which were granted in 2021 were cancelled upon Mr. Rosenstein’s resignation and are therefore excluded from beneficial ownership and 30,000 RSUs and an option to purchase 75,000 shares of common stock which were granted in 2022 were cancelled upon Mr. Rosenstein’s resignation and are therefore excluded from beneficial ownership.


(4)			Mr. Soncini holds 30,000 RSUs which were granted in 2021 and vest over a three-year period through March 16, 2024, 15,000 of which will not vest within 60 days following the Record Date and are therefore excluded from beneficial ownership; 15,000 RSUs and an option to purchase 56,250 shares of common stock which were granted in 2021 and vest over a three-year period through the Company’s 2024 Annual Meeting of Stockholders, 7,500 of such RSUs and a portion of the option with respect to 18,750 shares do not vest within 60 days of the Record Date and are therefore excluded from beneficial ownership; 45,000 RSUs and an option to purchase 112,500 shares of common stock which were granted in 2022 and will vest in equal installments over a three-year period through March 8, 2025, 30,000 of such RSUs and a portion of the option with respect to 75,000 shares do not vest within 60 days of the Record Date and are therefore excluded from beneficial ownership.
(5)			Mr. Booth holds 30,000 RSUs and an option to purchase 112,500 shares of common stock granted in 2021 and will vest in equal installments over a three-year period until the Company’s 2024 Annual Meeting of Stockholders, 15,000 of such RSUs and a portion of the option with respect to 37,500 shares do not vest within 60 days of the Record Date and are therefore excluded from beneficial ownership; 100,000 RSUs and an option to purchase 250,000 shares of common stock which were granted in 2022 and will vest in equal installments over a three-year period through March 8, 2025, 66,667 of such RSUs and a portion of the option with respect to 166,667 shares do not vest within 60 days of the Record Date and are therefore excluded from beneficial ownership.
(6)			Mr. Press resigned as Chief Executive Officer and President on November 1, 2022. As of the Record Date, Mr. Press held 268,836 shares of common stock and had no outstanding options to purchase shares of common stock.
(7)			Mr. Golby resigned as Chief Investment Officer on November 28, 2022. Mr. Golby holds 73,368 shares of common stock and has no outstanding options to purchase shares of common stock.
(8)			The shares listed in the column titled “Amount of Indirect Beneficial Ownership of Commons Stock” are held in trusts for the benefit of Mr. Golby’s minor children and for which Mr. Golby is an investment advisor.
(9)			The column title “Common Stock Restricted Stock and Restricted Stock Units” excludes an aggregate of of 313,212 RSUs from beneficial ownership and the column title “Share of Common Stock Issuable Upon Exercise of Options” excludes options to purchase an aggregate of 493,750 shares of common stock.


Beneficial Owner and Address	Sole Voting Power	Shared Voting Power	Sole Dispositive Power	Shared Dispositive Power	Total	Percent of Class(1)
5% Stockholders:
Starboard Value LP(2)	20,000,000	0	20,000,000	0	20,000,000	34.2	%


(1)			The percentage of shares beneficially owned is based on [●] shares of our common stock outstanding as of the Record Date. Beneficial ownership is determined under rules and regulations of the SEC.
(2)			The beneficial owner’s address is 777 Third Avenue, 18th Floor, New York, New York, 10017. These securities are held by various managed accounts and funds to which Starboard serves as the investment manager, including, without limitation, Starboard Value and Opportunity S LLC, Starboard Value and Opportunity C LP, Starboard Value and Opportunity Master Fund L LP, Account Managed by Starboard Value LP, Starboard Value and Opportunity Master Fund Ltd, and Starboard X Master Fund Ltd. Starboard also serves as the manager of Starboard Value and Opportunity S LLC. Starboard Value R LP acts as the general partner of Starboard Value and Opportunity C LP. Starboard Value L LP acts as the general partner of Starboard Value and Opportunity Master Fund L LP. Starboard Value GP LLC (“Starboard Value GP”) acts as the general partner of Starboard. Starboard Principal Co LP (“Principal Co”) acts as a member of Starboard Value GP. Starboard Principal Co GP LLC (“Principal GP”) acts as the general partner of Principal Co. Each of Jeffrey C. Smith and Peter A. Feld acts as a member of Principal GP and as a member of each of the Management Committee of Starboard Value GP and the Management Committee of Principal GP. Each of the foregoing disclaims beneficial ownership of these securities except to the extent of its or his pecuniary interest therein.
(3)			The value in the columns title “Percent of Class” does not reflect Starboard’s ownership of 350,000 shares of Series A Preferred Stock, which entitles it to additional votes at the Annual Meeting. As of the Record Date, the 350,000 shares of Series A Preferred Stock were entitled to 9,589,042 votes at the Annual Meeting, which number is equal to the number of whole shares of common stock into which the 350,000 shares of Series A Preferred Stock could be converted on the Record Date without regard to any limitations on conversion. Holders of Series A Preferred Stock are entitled to vote with the holders of our common stock on an as-converted basis as a single class on all matters submitted to a vote of the holders of common stock. Accordingly, as of the Record Date, Starboard owned voting equity securities representing approximately [●]% of the voting power with respect to matters submitted to a vote of the holders of common stock.


(1)			The percentage of shares beneficially owned is based on 350,000 shares of Series A Preferred Stock outstanding as of the Record Date. Beneficial ownership is determined under rules and regulations of the SEC.
(2)			The beneficial owner’s address is 777 Third Avenue, 18th Floor, New York, New York, 10017. These securities are held by various managed accounts and funds to which Starboard Value serves as the investment manager, including, without limitation, Starboard Value and Opportunity S LLC, Starboard Value and Opportunity C LP, Starboard Value and Opportunity Master Fund L LP, Account Managed by Starboard Value LP, Starboard Value and Opportunity Master Fund Ltd, and Starboard X Master Fund Ltd. Starboard Value also serves as the manager of Starboard Value and Opportunity S LLC. Starboard Value R LP acts as the general partner of Starboard Value and Opportunity C LP. Starboard Value L LP acts as the general partner of Starboard Value and Opportunity Master Fund L LP. Starboard Value GP LLC (“Starboard Value GP”) acts as the general partner of Starboard Value. Starboard Principal Co LP (“Principal Co”) acts as a member of Starboard Value GP. Starboard Principal Co GP LLC (“Principal GP”) acts as the general partner of Principal Co. Each of Jeffrey C. Smith and Peter A. Feld acts as a member of Principal GP and as a member of each of the Management Committee of Starboard Value GP and the Management Committee of Principal GP. Each of the foregoing disclaims beneficial ownership of these securities except to the extent of its or his pecuniary interest therein.
(3)			As of the Record Date, these shares were entitled to 9,589,042 votes at the Annual Meeting, which number is equal to the number of whole shares of common stock into which the 350,000 shares of Series A Preferred Stock could be converted on the Record Date without regard to any limitations on conversion. Holders of Series A Preferred Stock are entitled to vote with the holders of our common stock on an as-converted basis as a single class on all matters submitted to a vote of the holders of common stock.


			•			Martin D. McNulty, Jr. our Interim Chief Executive Officer (commenced employment as our Chief Operating Officer and Head of M&A on March 10, 2022 and appointed Interim Chief Executive Officer on November 1, 2022.)
			•			Jason W. Soncini, our General Counsel
			•			Marc W. Booth, our Chief Intellectual Property Officer
			•			Richard Rosenstein, our former Chief Financial Officer (resigned on January 27, 2023)
			•			Clifford Press., our former Chief Executive Officer and President (resigned November 1, 2022); and
			•			Lawrence Wesley Golby, our former Chief Investment Officer (resigned on November 28, 2022).


Name of Executive	Position	Base Salary ($)
Martin D. McNulty, Jr.(1)	Interim Chief Executive Officer	450,000
Jason W. Soncini	General Counsel	430,000
Marc W. Booth	Chief Intellectual Property Officer	425,000
Richard Rosenstein	Former Chief Financial Officer	430,000
Clifford Press(2)	Former Chief Executive Officer and President	475,000
Lawrence Wesley Golby(2)	Former Chief Investment Officer	450,000


(1)			Mr. McNulty commenced employment on March 10, 2022 and the base salary reflected in this table represents his 2022 annualized base salary.
(2)			As noted above, Messrs. Press’ and Golby’s employment terminated in November 2022. The base salaries reflected for each of Messrs. Press and Golby in this table represent their 2022 annualized base salaries.


Named Executive Officer	Potential Annual Bonus Range (as percentage of base salary) (%)	Discretionary 2022 Annual Bonus Earned ($)	2022 Discretionary Annual Bonus Earned (as percentage of base salary) (%)
Martin D. McNulty, Jr.(1)	100% - 150%	547,397	150	%
Jason W. Soncini	25% - 100%	215,000	50	%
Marc W. Booth	25% - 75%	212,500	50	%
Richard Rosenstein	25% - 100%	215,000	50	%
Clifford Press(2)	50% - 150%	—	—
Lawrence Wesley Golby(2)	100% - 150%	—	—


(1)			Mr. McNulty was paid a bonus equal to 150% of his annual salary, prorated from March 10, 2022. Mr. McNulty met the targets established in his Employment Agreement (as defined below) to earn a bonus in the amount equal to 150% of his annual salary.
(2)			In connection with their resignations, Messrs. Press and Golby were not eligible to receive an annual bonus.


Name	Restricted Stock Units	Number of Shares Underlying Options
Martin D. McNulty, Jr.(1)	60,000	250,000
Jason W. Soncini(2)	45,000	112,500
Marc W. Booth(2)	100,000	250,000
Richard Rosenstein(2)	45,000	112,500
Clifford Press	–	—
Lawrence Wesley Golby(2)	100,000	250,000


(1)			The RSUs and stock options granted to Mr. McNulty vest in three equal annual installments on each of March 10, 2024, March 10, 2025 and March 10, 2026.
(2)			The RSUs and stock options granted to Messrs. Soncini, Booth, Rosenstein and Golby vest in three equal annual installments over a three-year period through on each of March 8, 2023, March 8, 2024 and March 8, 2025. In connection with Mr. Rosenstein’s resignation as an employee of the Company and entry into a consulting agreement with the Company in January 2023, 15,000 RSUs and 37,500 shares of common stock subject to the option remained outstanding and became vested on March 8, 2023, and the remaining 30,000 RSUs and 75,000 shares of common stock subject to the option were cancelled upon his resignation. The RSUs and stock options granted to Mr. Golby were cancelled upon his resignation in November 2022.


•			5X for the Chief Executive Officer and the President;
•			3X for all other employees with a “Chief” or “Executive Vice President” title and members of the Board; and
•			1X for any other “executive officers” not addressed above.


Name and Principal Position(s)	Year	Salary ($)(1)	Bonus ($)	Stock Awards ($)(2)	Option Awards ($)(2)	Non-Equity Incentive Plan Compensation ($)(3)	All Other Compensation ($)(6)	Total ($)

Martin D. McNulty, Jr.	2022	349,616	547,397	223,800	320,000	—	14,872	1,455,685
Interim Chief Executive Officer	2021	—	—	—	—	—	—	—

Jason Soncini	2022	430,000	215,000	161,100	131,625	—	17,120	954,845
General Counsel	2021	345,654	150,500	406,350	100,688	—	12,488	1,015,680

Marc W. Booth	2022	425,000	212,500	358,000	292,500	—	11,756	1,299,756
Chief IP Officer	2021	425,000	212,500	262,800	201,375	—	7,736	1,109,411

Richard Rosenstein	2022	430,000	215,000	161,100	131,625	—	17,120	954,845
Former Chief Financial Officer	2021	425,000	283,200	262,800	201,375	—	16,160	1,188,535

Lawrence Wesley Golby(4)	2022	424,423	—	358,000	292,500	—	526,076	1,600,999
Former Chief Investment Officer	2021	415,000	622,500	706,000	201,375	—	9,120	1,953,995

Clifford Press(5)	2022	414,711	—	—		—	33,239	447,950
Former Chief Eexecutive Officer & President	2021	475,000	—	—		712,500	129,320	1,316,820