InnerWorkings Announces Cooperation Agreement with Engaged Capital

InnerWorkings, Inc. (NASDAQ: INWK) (the “Company”), the leading global marketing execution firm, today announced that it has entered into a cooperation agreement with Engaged Capital, LLC (“Engaged Capital”). As part of the cooperation agreement, the Company has added two new independent directors, Kirt P. Karros and Marc Zenner, to the Board of Directors (the “Board”), effective immediately.

“The InnerWorkings Board is committed to best-in-class governance and we are pleased to welcome Kirt and Marc to our Board,” said Jack Greenberg, Chairman of the Board. “We look forward to working together to drive sustainable growth and enhance value for all InnerWorkings stockholders.”

The appointment of Messrs. Karros and Zenner will temporarily expand the Board to 11 director seats. Following the 2019 Annual Meeting, the Board will be composed of nine directors, eight of whom are independent and five of whom will have been appointed in the last five years. Additionally, Engaged Capital has agreed to customary standstill, voting and related provisions.

“We are pleased to have reached a constructive agreement with the Board of InnerWorkings,” added Glenn W. Welling, Founder and CIO of Engaged Capital. “We have confidence in Rich’s leadership and we expect the Company to continue executing on its initiatives to drive long-term growth and profitability. The addition of Kirt and Marc as directors will also bring fresh perspectives along with financial and strategic guidance on the opportunities available to the Company to increase value for the benefit of all stockholders.”

The complete agreement between the Company and Engaged Capital will be included as an exhibit to the Company’s Current Report on Form 8-K, which will be filed with the U.S. Securities and Exchange Commission (the “SEC”). Additional details regarding the 2019 Annual Meeting of Stockholders will be included in the Company’s definitive proxy materials, which will also be filed with the SEC.

Stifel is serving as financial advisor and Sidley Austin LLP is serving as legal advisor to InnerWorkings. Olshan Frome Wolosky LLP is serving as legal advisor to Engaged Capital.

About Kirt P. Karros

Kirt P. Karros is the Senior Vice President, Finance and Treasurer of Hewlett Packard Enterprise. Mr. Karros previously served in the same capacity and as head of Investor Relations for Hewlett Packard Company. Prior to HP, Mr. Karros was a Principal and Managing Director of Research for Relational Investors and a member of the Investment Committee. Previously, Mr. Karros was an investment banker at Relational Advisors and was a tax manager at Arthur Andersen LLP. Mr. Karros previously served on the board of PMC-Sierra, Inc. and was a member of the Compensation Committee. Mr. Karros received a received a M.S. and B.B.A., summa cum laude, from San Diego State University. He is a Certified Public Accountant and holds the professional designation of Chartered Financial Analyst.