Item 5.02 Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
(a) Resignation of James Fu Bin Lu
On November 30, 2022, James Fu Bin Lu delivered to the Board
of Directors (the “Board”) of Playtika Holding Corp. (the
“Company”) a letter of resignation (the “Letter”) to the Company,
pursuant to which Mr. Lu resigned as a director of the
Company, effective immediately.
As described in the Letter, Mr. Lu indicated that Joffre
Palace Holdings Limited (“Joffre”) would be unable to proceed with
the Pre-Closing (as defined
in the PHUKII - Joffre SPA) pursuant to the previously announced
Stock Purchase Agreement, dated June 27, 2022, by and between
Playtika Holding UK II Limited and Joffre, as amended (the “PHUKII
- Joffre SPA”). As previously disclosed, Mr. Lu was appointed
as a director pursuant to the PHUKII - Joffre SPA, and, pursuant to
that certain Stockholders Agreement, dated July 11, 2022, by
and between Joffre and the Company (the “Joffre SHA”) and that
certain letter of conditional resignation executed by Mr. Lu,
Mr. Lu and Joffre agreed that Mr. Lu would automatically
resign as a director of the Board upon the occurrence of the
earlier of certain events, including the termination of the PHUKII
- Joffre SPA and the failure of the Pre-Closing to occur prior to
December 26, 2022.
As further described in the Letter, Mr. Lu makes certain
claims regarding his disagreement with certain publicly disclosed
governance policies of the Company. The Board discussed those
governance concerns in detail at a meeting of the Board on
August 11, 2022, and collectively resolved to further discuss
the governance topics raised at the regularly scheduled meetings of
the Nominating and Corporate Governance Committee (the “Committee”)
on November 3, 2022 (the “NCG Meeting”) and the Board on
November 10, 2022 (the “November Board Meeting”). At the NCG
Meeting, the Committee discussed governance topics, and one result
of those discussions was that the Committee recommended that the
Board create a lead independent director position and to appoint
Mr. Bing Yuan as the lead independent director. On November
10, 2022, all of the independent directors of the Board, other than
Mr. Lu, approved the appointment of Mr. Yuan as the lead
independent director of the Board. Mr. Lu did not attend the
November Board Meeting.
The foregoing description of the Letter is qualified in its
entirety by reference to the text of the Letter, a copy of which is
attached as Exhibit 17.1 to this Current Report and is incorporated
herein by reference.
Item 9.01 Financial Statements and Exhibits.