{"id":753892,"date":"2023-05-02T17:36:11","date_gmt":"2023-05-02T21:36:11","guid":{"rendered":"https:\/\/www.marketnewsdesk.com\/index.php\/marketwise-enters-into-settlement-agreement-with-f-porter-stansberry-in-connection-with-2023-annual-meeting\/"},"modified":"2023-05-02T17:36:11","modified_gmt":"2023-05-02T21:36:11","slug":"marketwise-enters-into-settlement-agreement-with-f-porter-stansberry-in-connection-with-2023-annual-meeting","status":"publish","type":"post","link":"https:\/\/www.marketnewsdesk.com\/index.php\/marketwise-enters-into-settlement-agreement-with-f-porter-stansberry-in-connection-with-2023-annual-meeting\/","title":{"rendered":"MarketWise Enters into Settlement Agreement with F. Porter Stansberry in Connection with 2023 Annual Meeting"},"content":{"rendered":"
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BALTIMORE, May 02, 2023 (GLOBE NEWSWIRE) — MarketWise, Inc. (NASDAQ: MKTW) (\u201cMarketWise\u201d or the \u201cCompany\u201d) today announced that it has entered into a settlement agreement with F. Porter Stansberry in connection with the Company\u2019s 2023 Annual Meeting of Shareholders (the \u201cAgreement\u201d).<\/p>\n

Under the terms of the Agreement, the Company and Mr. Stansberry have agreed to put aside their past differences, to recommend an agreed slate of directors for election at the 2023 Annual Meeting, and among other things, to vote in favor of the agreed MarketWise Board\u2019s slate at the 2023 Annual Meeting and to other customary terms. The full agreement will be filed on a Form 8-K with the U.S. Securities and Exchange Commission.<\/p>\n

With these commitments, and as previously disclosed in a Form 8-K filing made with the SEC on April 21, 2023, outlining the terms of a voting agreement with the Company\u2019s largest investor, MarketWise will increase the size of the Board and will appoint Matthew Turner, David Eifrig, Glenn Tongue, and Matthew Smith to the Board to fill the newly created vacancies. Mr. Turner will be appointed as a Class II Director standing for election at the 2023 Annual Meeting.<\/p>\n

Following the Annual Meeting, the size of the Board will be reduced and capped at nine members. It was previously announced in March that Paul Idzik would be stepping down from the Board at the annual meeting and Manuel Borges has also decided to step down from the Board.<\/p>\n

\u201cWe look forward to welcoming David, Glenn, Matt, and Matt to the Board,\u201d said Amber Mason, Chief Executive Officer of MarketWise. \u201cThese new appointments demonstrate our commitment to ongoing Board refreshment and engagement with our shareholders. We are making significant progress on our strategic plan and are confident we have the right team in place to drive shareholder value. We are well positioned as the platform of choice in a growing industry and will continue to act and make decisions that we believe are in the best interest of the Company and all MarketWise shareholders. Lastly, we thank Paul and Manny for their significant contributions and services to the Board to help position us for long-term success.\u201d<\/p>\n

\n Correcting the Record<\/strong>\n <\/p>\n

In addition, the Company provided the following clarifications, which Mr. Stansberry disputes, regarding certain public statements made by Mr. Stansberry, including:<\/p>\n\n\n\n\n\n\n\n\n
\n Assertions<\/strong>\n <\/td>\n\n Facts<\/strong>\n <\/td>\n<\/tr>\n
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  • Statements regarding the Company\u2019s decision to combine with Ascendant Digital Acquisition Corp. (\u201cAscendant\u201d)<\/li>\n<\/ul>\n<\/td>\n
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  • \n Mr. Stansberry approved the business combination with Ascendant Digital Acquisition Corporation (\u201cAscendant\u201d), <\/strong>after having the opportunity to review the transactional documents, and participating in various informative meetings about the transactional documents and the business combination<\/li>\n<\/ul>\n<\/td>\n<\/tr>\n
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  • Claims regarding Mr. Stansberry\u2019s departure being non-voluntary<\/li>\n<\/ul>\n<\/td>\n
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  • \n Mr. Stansberry\u2019s resignation was voluntary and informed <\/strong>and was a precondition to the Company\u2019s business combination with Ascendant<\/li>\n
  • This precondition was known to Mr. Stansberry in December 2020 — more than two months before the Company agreed to merge with Ascendant<\/li>\n
  • Mr. Stansberry previously noted in materials provided to the SEC that he had previously handed the reins of MarketWise over to a highly competent and experienced executive team to handle the Company\u2019s day-to-day operations<\/li>\n<\/ul>\n<\/td>\n<\/tr>\n
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  • Claims Ascendant sold MarketWise stock<\/li>\n<\/ul>\n<\/td>\n
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  • \n Ascendant directors have been buying MarketWise stock<\/strong>\n <\/li>\n
  • Ascendant filed a Form 4 with the SEC disclosing that it had distributed a portion of its MarketWise securities to its limited partners, including Mark Gerhard and Riaan Hodgson, in a standard distribution-in-kind<\/li>\n<\/ul>\n<\/td>\n<\/tr>\n
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    \n
  • Claims about receiving legal advice from the Company\u2019s General Counsel<\/li>\n<\/ul>\n<\/td>\n
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  • \n Mr. Stansberry did not receive legal advice from the Company\u2019s General Counsel<\/strong>\n <\/li>\n
  • Mr. Stansberry is aware that Gary Anderson is the General Counsel of MarketWise and serves as the Company\u2019s attorney and is not Mr. Stansberry\u2019s individual attorney<\/li>\n
  • In fact, Mr. Stansberry has his own personal attorney and Mr. Anderson cannot \u2013 and did not \u2013 provide Mr. Stansberry with legal advice at any time. Mr. Anderson is a highly valued and experienced member of the MarketWise executive team and has provided exemplary service to the Company<\/li>\n<\/ul>\n<\/td>\n<\/tr>\n
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    \n
  • Statements about the Crowdability acquisition<\/li>\n<\/ul>\n<\/td>\n
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  • \n The acquisition of Crowdability followed a comprehensive Board review<\/strong>\n <\/li>\n
  • The Crowdability transaction was subject to proper due diligence and Joe Schriefer has proven to be one of the few publishers in this industry with the ability to radically scale a financial publishing business<\/li>\n
  • Joe Schriefer also has one of the best networks of marketers and copywriters in the industry and the deep respect of many current Marketwise employees<\/li>\n
  • MarketWise expects great things from Mr. Schriefer in the years to come and stand behind him 100%<\/li>\n<\/ul>\n<\/td>\n<\/tr>\n
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    \n
  • Claims about signing a 10-year non-complete<\/li>\n<\/ul>\n<\/td>\n
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