Notice of Settlement of Shareholder Derivative Actions
UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF
IN RE LATCH INC. DERIVATIVE LITIGATION | Lead Case No. 1:23-cv-01273-JGK EXHIBIT D |
SUMMARY NOTICE OF PENDENCY AND PROPOSED SETTLEMENT OF
STOCKHOLDER DERIVATIVE ACTION
TO: ALL RECORD HOLDERS AND BENEFICIAL OWNERS OF LATCH, INC. ("LATCH" OR THE "COMPANY") COMMON STOCK AS OF
PLEASE READ THIS SUMMARY NOTICE CAREFULLY AND IN ITS ENTIRETY AS YOUR RIGHTS MAY BE AFFECTED BY PROCEEDINGS IN THE LITIGATION.
YOU ARE HEREBY NOTIFIED that the above-captioned consolidated stockholder derivative action (the "Action"), is being settled on the terms set forth in a Stipulation and Agreement of Settlement dated
The Action alleges claims against each of the Individual Defendants[1] for breach of fiduciary duty, and/or other violations of law, in connection with their making and/or causing the Company to make false and misleading statements and omissions to the public regarding various of the Company's financial metrics, including Revenue, Total Bookings, and Total Annual Recurring Revenue. In particular, the Action alleges that improper accounting procedures were used to calculate the Company's quarterly and annual reports filed with the U.S. Securities and Exchange Commission ("SEC"), requiring the restatement of certain previously-issued financial statements. The Action alleges that, as a result of the foregoing, the Company experienced reputational and financial harm. Defendants have denied and continue to deny each and all of the claims and allegations of fault, liability, wrongdoing, or damages asserted in the Action.
Pursuant to the terms of the Settlement, Latch agrees to implement and maintain certain corporate governance reforms that are outlined in Exhibit A to the Stipulation (the "Reforms"). The Reforms shall be maintained for three and a half (3.5) years from the Effective Date. Latch acknowledges and agrees that the filing, pendency, and settlement of the Action was a material factor in the Company's decision to adopt, implement, and maintain the Reforms, and that the Reforms confer a substantial benefit upon the Company and its stockholders.
After negotiating the material terms of the Settlement, counsel for the Parties negotiated the attorneys' fees and expenses to be paid to Plaintiffs' Counsel, subject to Court approval. In light of the substantial benefits conferred upon the Company and its stockholders, the Company shall pay or cause its insurers to pay to Plaintiffs' Counsel
On
This Summary Notice provides a condensed overview of certain provisions of the Stipulation and the full Notice of Pendency and Proposed Settlement of Stockholder Derivative Action (the "Notice"). It is not a complete statement of the events of the Action or the terms set forth in the Stipulation. This Summary Notice should be read in conjunction with, and is qualified in its entirety by reference to, the text of the Stipulation filed with the U.S. District Court for the Southern District of New York. For additional information about the claims asserted in the Action, and the terms of the proposed Settlement, you may inspect the Stipulation and its exhibits and other papers at the Clerk's office in the Court at any time during regular business hours. In addition, copies of the Stipulation and its exhibits and the Notice are available on the Investor Relations page of the Company's website, door.com/investors.
The Court may, in its discretion, change the date and/or time of the Settlement Hearing without further notice to you. If you intend to attend the Settlement Hearing, please consult the Court's calendar for any change in the format, date or time of the Settlement Hearing.
Inquiries about the Action or the Settlement may be made to:
Any Current Latch Stockholder has a right, but is not required, to appear and to be heard at the Settlement Hearing. You may enter an appearance before the Court, at your own expense, individually or through counsel of your choice. If you want to object at the Settlement Hearing, you must be a Current Latch Stockholder and you must first comply with the procedures for objecting that are set forth in the Notice. Any objection to any aspect of the Settlement must be filed with the Clerk of the Court and sent to Plaintiffs' Counsel and Defendants' Counsel no later than
PLEASE DO NOT CALL THE COURT OR DEFENDANTS WITH QUESTIONS ABOUT THE SETTLEMENT.
[1] | All capitalized terms that are not otherwise defined shall have the definitions as set forth in the Stipulation. | |||||
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SOURCE Latch, Inc.
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