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Outerwall reaches agreement with activist investor

Outerwall Inc.entered into a cooperation agreement with Engaged Capital LLC, which beneficially owns 2,431,170Outerwall shares, representing a 14.6% stake in the company.

Under the agreement, Outerwall said April 12 that itappointed Jeffrey Brown, CEO and founding member of Brown Equity Partners LLC,to its board, effective immediately. Brown will serve in the class of directorswith a term expiring at the 2017 annual meeting of stockholders.

Outerwall has also agreed to add two new independentdirectors to its board to be submitted by Engaged Capital. The directors areexpected to be named on or before Aug. 1, and the board will consist of amaximum of nine directors at that time.

Under the terms, Engaged Capital will support Outerwall'snominees at the 2016 annual meeting of stockholders and has agreed to customarystandstill provisions.

In February, Engaged Capital a letter and presentation toOuterwall, expressing concerns regarding the management of the company's assetsand urged the board to retain financial advisers and begin a sale process withthe goal of taking the company private.

Following the letter, Outerwall Morgan Stanley & Co. LLC asfinancial adviser and Perkins Coie LLP as legal adviser to help it explorestrategic and financial alternatives.