TO: ALL RECORD HOLDERS AND BENEFICIAL OWNERS OF THE COMMON STOCK OF RESIDEO TECHNOLOGIES, INC. ("RESIDEO" OR THE "COMPANY") CURRENTLY AND AS OF FEBRUARY 13, 2023, EXCLUDING DEFENDANTS AND ANY ENTITY IN WHICH THEY HAVE A CONTROLLING INTEREST AND OFFICERS AND DIRECTORS OF THE COMPANY AND THEIR LEGAL REPRESENTATIVES, HEIRS, SUCCESSORS, OR ASSIGNS

PHILADELPHIA, March 10, 2023 /PRNewswire/ -- The following statement is being issued by Kroll Settlement Administration regarding the Resideo Technologies Derivative Settlement.

YOU ARE HEREBY NOTIFIED, that the above-captioned Consolidated Action¹ is being settled on the terms set forth in a Stipulation of Settlement, dated February 7, 2023 (the "Stipulation" or "Settlement").  This notice should be read in conjunction with, and is qualified in its entirety by reference to, the text of the Stipulation, which has been filed with the United States District Court for the District of Minnesota.  A link to the text of the Stipulation and the full-length Notice of Pendency and Proposed Settlement of Shareholder Derivative Action may be found at www.ResideoTechnologiesDerivativeSettlement.com.  All capitalized terms herein have the same meanings as set forth in the Stipulation. 

Under the terms of the Stipulation, as part of the proposed Settlement, Resideo has agreed to adopt and maintain certain corporate governance measures that serve as the basis for the resolution of the claims asserted in this derivative litigation (the "Corporate Governance Reforms").² The Company has agreed to maintain the Corporate Governance Reforms for a period of no less than five (5) years.  The corporate governance measures are detailed in their entirety in Exhibit A to the Stipulation. Resideo has also agreed to pay an award of attorneys' fees, reimbursement of expenses, and service awards, if any, for all Plaintiffs and Plaintiffs' Counsel in an aggregate amount not to exceed $1,600,000.00, subject to Court approval (the "Fee Award").³  

IF YOU WERE A RECORD OR BENEFICIAL OWNER OF RESIDEO COMMON STOCK AS OF FEBRUARY 13, 2023, PLEASE READ THIS NOTICE CAREFULLY AND IN ITS ENTIRETY AS YOUR RIGHTS MAY BE AFFECTED BY PROCEEDINGS IN THE ABOVE-REFERENCED LITIGATION.

On June 7, 2023, at 11:00 a.m., a settlement fairness hearing will be held before the Honorable Wilhelmina M. Wright, at the United States District Court for the District of Minnesota, Courtroom 7A,Warren E. Berger Federal Building and U.S. Courthouse, 316 N. Robert Street, St. Paul, Minnesota 55101 (the "Settlement Hearing").  At the Settlement Hearing, the Court will: (a) determine whether Plaintiffs and Plaintiffs' Counsel have adequately represented the interests of Resideo and its stockholders; (b) determine whether the proposed Settlement on the terms and conditions provided for in the Stipulation is fair, reasonable, adequate, and in the best interests of Resideo and its stockholders; (c) determine whether the Notice fully satisfies the requirements of Rule 23.1 and due process; (d) determine whether a judgment substantially in the form attached as Exhibit D to the Stipulation should be entered dismissing the Action with prejudice against Defendants; (e) determine whether the motion by Plaintiffs' Counsel for the Fee Award should be approved; (f) hear and determine any objections to the Settlement or the motion by Plaintiffs' Counsel for the Fee Award; and (g) consider any other matters that may properly be brought before the Court in connection with the Settlement.

Any Resideo stockholder that objects to the Settlement shall have a right to appear and to be heard at the Settlement Hearing, provided that he, she, or it was a stockholder of record or beneficial owner as of February 13, 2023.  Any Resideo stockholder who satisfies this requirement may enter an appearance through counsel of such stockholder's own choosing and at such stockholder's own expense, or may appear on his, her, or its own.  However, no stockholder of Resideo shall be heard at the Settlement Hearing unless, no later than May 17, 2023, such stockholder has filed with the Court and counsel for the parties, a written notice of objection containing the following information:

1. Your name, legal address, e-mail address, and telephone number;
2. The case name and number;
3. Proof of current ownership in Resideo common stock, including the number of shares and documentary evidence of when such stock ownership was acquired, with such ownership having existed on or before February 13, 2023;
4. The date(s) you acquired your Resideo shares;
5. A written detailed statement of each objection being made that states with specificity the grounds for the objection, including any legal and evidentiary support you wish to bring to the Court's attention;
6. Notice of whether you intend to appear at the Settlement Hearing (you are not required to appear); and
7. Copies of any papers you intend to submit to the Court, along with the names of any witness(es) you intend to call to testify at the Settlement Hearing and the subject(s) of their testimony.

Only stockholders who have filed and delivered valid and timely written notices of objection will be entitled to be heard at the Settlement Hearing, unless the Court orders otherwise.

Any person or entity who fails to object or otherwise request to be heard in the manner prescribed above will be deemed to have waived the right to object to any aspect of the Settlement as incorporated in the Stipulation or otherwise to be heard (including the right to appeal) and will be forever barred from raising such objection or request to be heard in this or any other action or proceeding, and, unless otherwise ordered by the Court, shall be bound by the Final Judgment to be entered and the releases to be given.

Inquiries, other than requests for the Notice, may be made to:

Plaintiffs' Counsel: Michael J. Barryt, Vivek Upadhya, GRANT & EISENHOFER PA, 123 Justison Street, Wilmington, DE 19801, Telephone: (302) 622-7000, [email protected], [email protected]. Adam Warden, SAXENA WHITE P.A., 7777 Glades Road, Suite 300, Boca Raton, FL 33434, Telephone: (561) 206-6713, [email protected].

Defendant's Counsel: Tariq Mundiya, Charles D. Cording, WILLKIE FARR & GALLAGHER LLP, 787 Seventh Avenue, New York, NY 10019, Telephone: (212) 728-8000, [email protected], [email protected].

 ¹The Settlement also resolves (1) a related shareholder derivative action pending in the Delaware Court of Chancery, entitled Bud & Sue Frashier Family Trust v. Fradin et al., C.A. No. 2021-0556-PAF (Del. Ch.) (the "Delaware Chancery Action"); and (2) a pending litigation demand made by Resideo stockholder Alice Burstein (the "Derivative Demand").

²Resideo will implement the Corporate Governance Reforms upon Final Approval, except that any Corporate Governance Reform relating to the composition of Resideo's Board of Directors will be implemented in the next election cycle following Final Approval.

³The Parties stipulated that Plaintiffs' Counsel may apply to the Court for service awards of up to $2,500 for each of the Plaintiffs in recognition of Plaintiffs' participation and efforts in the prosecution of the Consolidated Action, the Delaware Chancery Action, and the Derivative Demand, to be paid from Plaintiffs' Counsel's Fee Award and only upon approval of the Court.

PLEASE DO NOT CONTACT THE COURT REGARDING THIS NOTICE.

Dated: February 13, 2023
BY ORDER OF THE COURT
UNITED STATES DISTRICT COURT
DISTRICT OF MINNESOTA

SOURCE Kroll Settlement Administration

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