Officers and Directors Upon the effectiveness of the registration statement of which this prospectus forms a part, we expect that our board of directors will consist of five members. Following the consummation of our partnering transaction, our board of directors will be divided into three classes, with only one class of directors being elected in each year, and with each class (except for those directors appointed prior to our first annual meeting of stockholders) serving a three-year term. The term of office of the first class of directors, consisting of independent director, will expire at our first annual meeting of stockholders. The term of office of the second class of directors, consisting of an additional independent directors, will expire at our second annual meeting of stockholders. The term of office of the third class of directors, consisting of and an additional director nominee of our sponsor, will expire at our third annual meeting of stockholders. Prior to consummation of our partnering transaction, holders of our Series F common stock will have the right to elect all of our directors and remove members of our board of directors for any reason. Holders of our public shares will not have the right to vote on the election of directors during such time. These provisions of our amended and restated certificate of incorporation may only be amended if approved by holders of more than 50% of the total voting power of the outstanding shares of our common stock entitled to vote thereon as well as more than 50% of the outstanding Series F common stock. Approval of our partnering transaction will require the affirmative vote of a majority of our board directors, which must include a majority of our independent directors. Subject to any other special rights applicable to the stockholders, prior to our partnering transaction, any vacancies on our board of directors may be filled by the affirmative vote of a majority of the directors present and voting at the meeting of our board of directors that includes any directors representing our sponsor then on our board of directors, or by holders of a majority of the outstanding shares of our Series F common stock. 136 Table of Contents Our officers are appointed by the board of directors and serve at the discretion of the board of directors, rather than for specific terms of office. Our board of directors is authorized to appoint persons to the offices set forth in our amended and restated bylaws as it deems appropriate. Our amended and restated bylaws will provide that our officers may consist of a Chief Executive Officer, a President, a Chief Financial Officer, Vice Presidents, a Secretary, a Treasurer, and such other offices as may be determined by the board of directors. Director Independence NYSE listing rules require that a majority of our board of directors be independent. An “independent director” is defined generally as a person other than an executive officer or employee of the company or any of its parents or subsidiaries or any other individual having a relationship which, in the opinion of the company’s board of directors, would interfere with the director’s exercise of independent judgment in carrying out the responsibilities of a director. We intend to add “independent directors” as defined in NYSE listing rules and applicable SEC rules prior to completion of this offering. Upon the effectiveness of the registration statement of which this prospectus forms a part, we expect to have three “independent directors” as defined in the NYSE listing rules and applicable SEC rules prior to completion of this offering. Our independent directors will have regularly scheduled meetings at which only independent directors are present. Executive Officer and Director Compensation Our executive officers are all employees of Post and receive their compensation directly from Post. Upon completion of this offering, we will execute a services agreement with Post pursuant to which Post will cause our management team and other Post personnel to provide us with the services we need to conduct our business in exchange for a flat monthly fee of $40,000. We will pay fees in cash to each of our non-employee directors for service on our board of directors in the amounts of $50,000 on each of the closing of this offering, the one-year anniversary of the closing of this offering, and the earlier of (x) the two-year anniversary of the closing of this offering and (y) the closing of our partnering transaction;. In addition, our sponsor, Post and its subsidiaries, and their officers and directors will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. Our audit committee will review on a quarterly basis all payments that were made by us to our sponsor, officers or directors or Post or its other subsidiaries. After the completion of our partnering transaction, directors or members of our management team who remain with us may be paid consulting, management or other compensation from the combined company. All compensation by us to our directors and executive officers will be fully disclosed to stockholders, to the extent then known, in the tender offer materials or proxy solicitation materials furnished to our stockholders in connection with a proposed business combination. It is unlikely the amount of such compensation will be known at the time such materials are distributed, because the directors of the post-combination business will be responsible for determining executive officer and director compensation. Any compensation to be paid to our executive officers after the completion of our partnering transaction will be determined by a corporate governance and compensation committee constituted solely by independent directors. We are not party to any agreements with our executive officers and directors that provide for benefits upon termination of employment, although certain of the related companies are. The existence or terms of any such employment or consulting arrangements may influence our management’s motivation in identifying or selecting a target business, and we do not believe that the ability of our management to remain with us after the completion of our partnering transaction should be a determining factor in our decision to proceed with any potential business combination. 137 Table of Contents Committees of the Board of Directors Upon the effective date of the registration statement of which this prospectus forms a part, our board of directors will have two standing committees: an audit committee and a corporate governance and compensation committee. Subject to phase-in rules and a limited exception, the rules of NYSE and Rule 10A-3 of the Exchange Act require that the audit committee of a listed company be comprised solely of independent directors. Subject to phase-in rules and a limited exception, the rules of NYSE require that the corporate governance and compensation committee of a listed company be comprised solely of independent directors. Both our audit committee and our corporate governance and compensation committee will be composed solely of independent directors. Audit Committee Upon the effectiveness of the registration statement of which this prospectus forms a part, we will establish an audit committee of the board of directors. Three independent directors will serve as members of our audit committee. We expect at least one independent director will meet the independent director standard under NYSE listing rules and under Rule 10A-3(b)(1) of the Exchange Act, and will serve as chairman of the audit committee. Each member of the audit committee will be financially literate and our board of directors may determine that an independent director qualifies as an “audit committee financial expert” as defined in applicable SEC rules. We will adopt an audit committee charter, which will detail the scope and principal functions of the audit committee, including: • assisting board oversight of (1) the integrity of our financial statements, (2) our compliance with legal and regulatory requirements, (3) our registered public accounting firm’s qualifications and independence, and (4) the performance of our internal audit function and registered public accounting firm; • the appointment, compensation, retention, replacement, and oversight of the work of the registered public accounting firm and any other independent registered public accounting firm engaged by us; • pre-approving all audit and non-audit services to be provided by the registered public accounting firm or any other registered public accounting firm engaged by us, and establishing pre-approval policies and procedures; • reviewing and discussing with the registered public accounting firm all relationships the auditors have with us in order to evaluate their continued independence; • setting clear hiring policies for employees or former employees of the registered public accounting firm; • setting clear policies for audit partner rotation in compliance with applicable laws and regulations; • obtaining and reviewing a report, at least annually, from the registered public accounting firm describing (1) the registered public accounting firm’s internal quality-control procedures and (2) any material issues raised by the most recent internal quality-control review, or peer review, of the audit firm, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years respecting one or more independent audits carried out by the firm and any steps taken to deal with such issues; • meeting to review and discuss our annual audited financial statements and quarterly financial statements with management and the independent auditor, including reviewing our specific disclosures under “Management’s Discussion and Analysis of Financial Condition and Results of Operations”; 138 Table of Contents • reviewing and approving any related party transaction required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC; and • reviewing with management, the registered public accounting firm, and our legal advisors, as appropriate, any legal, regulatory or compliance matters, including any correspondence with regulators or government agencies and any employee complaints or published reports that raise material issues regarding our financial statements or accounting policies and any significant changes in accounting standards or rules promulgated by the Financial Accounting Standards Board, the SEC or other regulatory authorities. Corporate Governance and Compensation Committee Upon the effectiveness of the registration statement of which this prospectus forms a part, we will establish a corporate governance and compensation committee of the board of directors, consisting of at least two independent directors as members of our corporate governance and compensation committee. One of our independent directors meeting the independent director standard under NYSE listing rules will serve as chairman of the corporate governance and compensation committee. We will adopt a corporate governance and compensation committee charter, which will detail the purpose, responsibilities, scope and principal functions of the corporate governance and compensation committee, including: • reviewing and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer’s compensation, evaluating our Chief Executive Officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of our Chief Executive Officer based on such evaluation; • reviewing and approving the compensation of all of our other executive officers; • reviewing our executive compensation policies and plans; • implementing and administering our incentive compensation equity-based remuneration plans; • assisting management in complying with our proxy statement and annual report disclosure requirements; • approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our executive officers and employees; • producing a report on executive compensation to be included in our annual proxy statement; • reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors; • identifying, screening and reviewing individuals qualified to serve as directors, consistent with criteria approved by the board, and recommending to the board of directors candidates for nomination for election at the annual meeting of stockholders or to fill vacancies on the board of directors; • developing and recommending to the board of directors and overseeing implementation of our corporate governance guidelines; • coordinating and overseeing the annual self-evaluation of the management in the governance of the company; and • reviewing our overall corporate governance from time to time and recommending improvements as and when necessary. The charter will also provide that the corporate governance and compensation committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, independent legal counsel or other adviser and will be directly responsible for the appointment, compensation and oversight of the work of any such adviser. However, before engaging or receiving advice from a compensation consultant, external legal counsel 139 Table of Contents or any other adviser, the corporate governance and compensation committee will consider the independence of each such adviser, including the factors required by NYSE and the SEC. The corporate governance and compensation committee may also, in its sole discretion, retain or obtain the advice of, and terminate, any search firm to be used to identify director candidates, and will be directly responsible for approving the search firm’s fees and other retention terms. We have not formally established any specific, minimum qualifications that must be met or skills that are necessary for directors to possess. In general, in identifying and evaluating nominees for director, the board of directors considers educational background, diversity of professional experience, knowledge of our business, integrity, professional reputation, independence, wisdom, and the ability to represent the best interests of our stockholders. Prior to our partnering transaction, holders of our public shares will not have the right to recommend director candidates for nomination to our board of directors. Compensation Committee Interlocks and Insider Participation None of our executive officers currently serves, and in the past year has not served, (i) as a member of the compensation committee or board of directors of another entity, one of whose executive officers served on our corporate governance and compensation committee, or (ii) as a member of the compensation committee of another entity, one of whose executive officers served on our board of directors. Code of Ethics Prior to the closing of this offering, we will have adopted a code of ethics and business conduct (our “Code of Ethics”) applicable to our directors, officers and employees. A copy of our Code of Ethics will be provided without charge upon request from us. We intend to disclose any amendments to or waivers of certain provisions of our Code of Ethics in a Current Report on Form 8-K. See “Where You Can Find Additional Information.” Conflicts of Interest All of our officers also serve as executive officers of one or more of the related companies, and there are overlapping directors with such entities. Our officers and members of our board of directors have fiduciary duties to our stockholders. Likewise, any such persons who serve in similar capacities at any of the related companies have fiduciary duties to that company’s stockholders. Therefore, such persons may have conflicts of interest or the appearance of conflicts of interest with respect to matters involving or affecting us and one or more of related companies to which they owe fiduciary duties. Each of our officers and directors has, and any of them in the future may have, additional fiduciary or contractual obligations to one or more other entities (including, without limitation, to one or more of the entities listed in this section) pursuant to which such officer or director may be required to present a partnering transaction opportunity to such entities before he or she presents such opportunity to us. Also, none of Post, our sponsor or any of our directors and officers is prohibited from sponsoring, investing or otherwise becoming involved with, any other blank check companies, including in connection with their business combinations. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity to which he or she has then-current fiduciary or contractual obligations to present such opportunity to another entity, he or she may only present such opportunity to us if such other entity rejects the opportunity. Our amended and restated certificate of incorporation will provide that we renounce our interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of our company, such opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue, and such person has no fiduciary or contractual obligation to present the opportunity to any other person or entity. 140 Table of Contents Moreover, most of our directors and officers continue to own stock and options to purchase stock in one or more of the related companies. These ownership interests and/or such disparity could create, or appear to create, potential conflicts of interest when the applicable individuals are faced with decisions that could have different implications for our company and the related companies. Potential investors should also be aware of the following other potential conflicts of interest: • None of our officers or directors is required to, nor will he or she, commit his or her full time to our affairs and, accordingly, each of our officers may have conflicts of interest in allocating his or her time among our operations, including our search for a partnering transaction, and these other businesses. • In the course of their other business activities, our officers and directors may become aware of investment and business opportunities that may be appropriate for presentation to us as well as the other entities of which they are also officers or directors. Our management may be required to present such business opportunities to such entities before presenting such opportunity to us. • Our sponsor, executive officers and directors will agree to waive their redemption rights with respect to our common stock held by them in connection with the completion of our partnering transaction. Additionally, our sponsor, executive officers and directors will agree to waive their redemption rights with respect to our common stock held by them if we fail to consummate our partnering transaction within 24 months (or 27 months upon an agreement in principle event) after the closing of this offering or during any Extension Period. However, if our sponsor, officers or directors then hold any public shares, they will be entitled to liquidating distributions from