GLAE GlassBridge Enterprises Inc (CE)

Item 1.01 Entry into a Material Definitive Agreement

Background

As previously disclosed, on July 1, 1996, GlassBridge Enterprises, Inc., formerly known as Imation Corp., a Delaware corporation (the “Company”) adopted the Imation Cash Balance Pension Plan, now known as the GlassBridge Enterprises Cash Balance Pension Plan (the “Plan”), an employee benefit plan formed pursuant to 29 U.S.C. § 1321(a). Beginning in September 2018, the Company entered into discussions with the U.S. Pension Benefit Guaranty Corporation (the “ PBGC ”), a United States government agency established by Title IV of the Employee Retirement Income Security Act of 1974 (“ ERISA ”) which insures certain pension plans., for the purpose of obtaining certain relief from the Company’s obligations under the Plan. On April 16, 2019, the Company received notice from the PBGC, that the Company’s application for termination of the Plan had been approved by the PBGC, with the termination date of the Plan to occur on April 30, 2019, the PBGC finding that (i) the Plan did not meet the minimum funding standard required under section 412 of the Internal Revenue Code; (ii) the Plan would be unable to pay benefits when due and (iii) the Plan should be terminated in order to protect the interests of the Plan participants (the “ Notice of Determination ”). Pursuant to the Notice of Determination, any settlement reached by the Company with the PBGC may be accomplished by an agreement between the Company and the PBGC. Together with the Notice of Determination, the PBGC furnished to the Company an Agreement for Appointment of Trustee and Termination of Plan (the “ Appointment Agreement Agreement ”). The Plan was terminated effective April 30, 2019 and the PBGC was appointed trustee of the Plan (the “ PBGC Arrangement ”). The foregoing is merely a summary of the Appointment Agreement and the PBGC Arrangement, and is qualified in its entirety by reference to the full text of the Appointment Agreement, which is attached hereto as Exhibit 10.1 .

Related-Party Transactions

In connection with the successful consummation of the PBGC Arrangement, the Company’s Board of Directors (the “ Board ”) voted on May 3, 2019 to furnish to Clinton Group, Inc. (“ Clinton ”) a one-time cash payment of $250,000 in consideration of Clinton’s efforts regarding the same. Clinton is an investment adviser registered with the U.S. Securities and Exchange Commission, and is a stockholder of the Company.