Exhibit 4.4PZENA INVESTMENT MANAGEMENT, INC.CLASS B STOCKHOLDERS’ AGREEMENTDated as of October 30, 2007
 

 
TABLE OF CONTENTS       PageARTICLE I VOTING OF CLASS B SHARES  1      Section 1.1 Preliminary Vote of Class B Stockholders  1 Section 1.2 Voting by Class B Stockholders  2 ARTICLE II TRANSFER OF CLASS B SHARES  2      Section 2.1 Transfers Generally  2 Section 2.2 Compliance with Law and Regulations  3 Section 2.3 Legend on Certificates: Entry of Stop Transfer Orders  3 Section 2.4 Certificates to be Held by Company  3 Section 2.5 Transfers in Violation of Agreement Void  4 ARTICLE III REPRESENTATIONS AND WARRANTIES  4      Section 3.1 Representations and Warranties of the Class B Stockholders  4 Section 3.2 Representations and Warranties of the Company  4 ARTICLE IV DEFINITIONS  5      ARTICLE V MISCELLANEOUS  6      Section 5.1 Notices  6 Section 5.2 Term of the Agreement  7 Section 5.3 Amendments; Waivers  7 Section 5.4 Adjustment Upon Changes in Capitalization  7 Section 5.5 Disinterested Committee Members to Make Determinations  7 Section 5.6 Severability  8 Section 5.7 Representatives, Successors and Assigns  8 Section 5.8 Governing Law  8 Section 5.9 Specific Performance  8 Section 5.10 Submission to Jurisdiction; Waiver of Immunity  8 Section 5.11 Further Assurances  9 Section 5.12 Execution in Counterparts  9 Section 5.13 Entire Agreement  9      Annex A — Additional Party Signature Page    
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CLASS B STOCKHOLDERS’ AGREEMENT          This CLASS B STOCKHOLDERS’ AGREEMENT (this “Agreement”) is dated as of October 30,2007, by and among Pzena Investment Management, Inc., a Delaware corporation (the“Company”), and Class B Stockholders signatory hereto or to the Additional Party SignaturePage in the form attached hereto as Annex A. Capitalized terms used herein have their respectivemeanings set forth in Article IV of this Agreement.WITNESSETH:          WHEREAS, the Class B Stockholders Own all the outstanding shares of Class B common stock, parvalue $0.000001 per share, of the Company (the “Class B Shares”);          WHEREAS, the Company is the managing member of Pzena Investment Management, LLC, a Delawarelimited liability company (“Pzena LLC”), and Owns all the outstanding Class A Units ofPzena LLC;          WHEREAS, the Class B Stockholders own, in the aggregate, all the outstanding Class B Units ofPzena LLC;          WHEREAS, the Company and the Class B Stockholders are parties to the Amended and RestatedOperating Agreement of Pzena LLC, dated October 30, 2007 (the “Pzena LLC Agreement”); and          WHEREAS, the Company and the Class B Stockholders desire to make provisions with respect tothe voting and Transfer of the Class B Shares and various other affairs of the Company.          NOW THEREFORE, in consideration of the premises and of the mutual agreements, covenants andprovisions herein contained and for good and valuable consideration, the receipt of which is herebyacknowledged, the parties hereto agree as follows:ARTICLE IVOTING OF CLASS B SHARES          Section 1.1 Preliminary Vote of Class B Stockholders. Before any vote of the stockholdersof the Company at a meeting called with respect to any corporate action, a vote (the“Preliminary Vote”) shall be taken of the Class B Stockholders in accordance withprocedures established from time to time by the Authorized Committee, upon all such matters uponwhich such stockholder vote or other action is proposed to be taken, in which each Class BStockholder
 

 
shall be permitted to vote the Class B Shares then Owned by such Class B Stockholder in such manneras such Class B Stockholder may determine in his, her or its sole discretion.          Section 1.2 Voting by Class B Stockholders. (a) At any meeting of the stockholders of theCompany called to vote with respect to any corporate action, each Class B Stockholder agrees tovote with respect to all the Class B Shares then Owned by such Class B Stockholder on all suchmatters in which action is proposed to be taken in accordance with the vote of the majority (or, ifno majority is obtained, by plurality) of the Class B Shares present (in person or by proxy) andvoting in the Preliminary Vote.          (b) For purposes of effecting any vote pursuant to this Section 1.2, each Class B Stockholderdoes hereby irrevocably make, constitute and appoint the Class B Representative, with full power ofsubstitution, as his, her or its true attorney-in-fact and agent, for and in his, her or its name,place and stead, to act as his, her or its proxy to the maximum extent and for the maximum termpermitted by law to (i) vote the Class B Shares then Owned by such Class B Stockholder atany meeting of stockholders of the Company in accordance with Section 1.2(a) and (ii) votethe Class B Shares then Owned by such Class B Stockholder in such proxy holder’s discretion uponany other business which is not presented in the notice of such meetings but properly comes beforesuch meetings (for example, adjournment of such meetings), giving and granting to said attorneyfull power and authority to do and perform each and every act and thing whether necessary ordesirable to be done in and about the premises, as fully as he, she or it might or could do ifpersonally present, with full power of substitution, appointment and revocation. The foregoingpower of attorney and proxy are coupled with an interest and shall not be revocable or revoked bysuch Class B Stockholder and shall be binding upon such Class B Stockholder and his, her or itssuccessors and assigns.ARTICLE IITRANSFER OF CLASS B SHARES          Section 2.1 Transfers Generally. Each Class B Stockholder agrees that, in addition to anyrestrictions imposed by the Charter, the Pzena LLC Agreement and applicable law:          (a) such Class B Stockholder shall not Transfer any Class B Shares to any Person unless(i) such Class B Stockholder is permitted to Transfer an equal number of Class B Units tosuch Person pursuant to the terms of the Pzena LLC Agreement, and (ii) such Class BStockholder concurrently Transfers an equal number of Class B Units to such Person; and          (b) in the event that such Class B Stockholder Transfers any Class B Units to anyPerson pursuant to the terms of the Pzena LLC Agreement, such Class B Stockholder shallconcurrently Transfer an equal number of Class B Shares to such Person.
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          Section 2.2 Compliance with Law and Regulations. Each Class B Stockholder agrees that anyTransfer of Class B Shares by such Class B Stockholder shall be in compliance with any of theexchanges or associations or other institutions with which the Company Group has membership orother privileges (including, without limitation, the NYSE), federal and state securities laws, andany applicable law, rule or regulation of the Commission or any other governmental agency havingjurisdiction.          Section 2.3 Legend on Certificates: Entry of Stop Transfer Orders. (a) Each Class BStockholder agrees that each outstanding certificate representing any Class B Shares that aresubject to this Agreement shall bear an endorsement noted conspicuously on each such certificatereading substantially as follows:     THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO (1) THE RESTRICTIONS ON TRANSFERSET FORTH IN THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF PZENA INVESTMENT MANAGEMENT,INC., DATED OCTOBER 30, 2007, AS MAY BE AMENDED FROM TIME TO TIME, AND (2) THE TERMS OF THE CLASS BSTOCKHOLDERS’ AGREEMENT, DATED OCTOBER 30, 2007, OF PZENA INVESTMENT MANAGEMENT, INC.     THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIESACT OF 1933, AS AMENDED OR THE APPLICABLE SECURITIES ACT OF ANY STATE BUT HAVE BEEN ISSUED INRELIANCE UPON EXEMPTIONS FROM REGISTRATION CONTAINED IN SAID ACTS. NO SALE, OFFER TO SELL OR OTHERTRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY BE MADE UNLESS A REGISTRATIONSTATEMENT UNDER SAID ACTS IS IN EFFECT WITH RESPECT TO THE SECURITIES, OR AN EXEMPTION FROM THEREGISTRATION PROVISIONS OF SUCH ACTS IS THEN IN FACT APPLICABLE.          (b) Each Class B Stockholder agrees to the entry of stop transfer orders against the transferof legended certificates representing Class B Shares not in compliance with this Agreement.          Section 2.4 Certificates to be Held by Company. Each Class B Stockholder agrees that thecertificates representing such Class B Stockholder’s Class B Shares shall be issued in the name ofa nominee holder to be designated by the Company and shall be held in custody by the Company at itsprincipal office. Subject to Section 2.4(c), the Company shall, upon the request of any such ClassB Stockholder or the estate of any such Class B Stockholder, as the case may be, in writingaddressed to the Secretary of the Company or any officer designated by the Secretary (which requestshall include a representation by such Class B Stockholder or estate thereof that such Class BStockholder is then permitted to Transfer a specified number of Class B Shares under the provisionsof this Agreement), promptly release from custody the certificates representing such specifiednumber of Class B Stockholder’s Class B Shares which are then intended and permitted to beTransferred under the provisions of this Agreement.
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          Section 2.5 Transfers in Violation of Agreement Void. Any attempted Transfer of Class BShares not made in accordance with the provisions of this Agreement shall be void, and the Companyshall not register, or cause or permit the registry, of Class B Shares Transferred in violation ofthis Agreement.ARTICLE IIIREPRESENTATIONS AND WARRANTIES          Section 3.1 Representations and Warranties of the Class B Stockholders. Each Class BStockholder severally represents and warrants to the Company and to each other Class B Stockholderthat (a) in the case of a Class B Stockholder who is a natural person, such Class BStockholder is of sound mind and has full legal capacity to enter into, execute, deliver andperform this Agreement; (b) in the case of a Class B Stockholder who is not a naturalperson, such Class B Stockholder is duly formed or organized, validly existing and in good standingunder the laws of the jurisdiction in which it was formed or organized and is duly authorized toenter into, execute, deliver and perform this Agreement; (c) this Agreement has been dulyexecuted by such Class B Stockholder or his, her or its attorney-in-fact on behalf of such Class BStockholder and is a valid and binding agreement of such Class B Stockholder, enforceable againstsuch Class B Stockholder in accordance with its terms; (d) the execution, delivery andperformance by such Class B Stockholder of this Agreement does not violate or conflict with orresult in a breach of or constitute (or with notice or lapse of time or both constitute) a defaultunder any agreement to which such Class B Stockholder is a party; and (e) such Class BStockholder has good and marketable title to the Class B Shares Owned by such Class B Stockholderand Owns such Class B Shares free and clear of any pledge, lien, security interest, charge, claim,equity or encumbrance of any kind, other than pursuant to this Agreement.          Section 3.2 Representations and Warranties of the Company. The Company represents andwarrants to the Class B Stockholders that (a) the Company is a corporation dulyincorporated, validly existing and in good standing under the laws of the State of Delaware;(b) the Company is duly authorized to enter into, execute, deliver and perform thisAgreement; (c) this Agreement has been duly executed and delivered by the Company and is avalid and binding agreement of the Company, enforceable against the Company in accordance with itsterms; and (d) the execution, delivery and performance by the Company of this Agreementdoes not violate or conflict with or result in a breach by the Company of or constitute (or withnotice or lapse of time or both constitute) a default by the Company under its Certificate ofIncorporation or By-Laws, any existing applicable law, rule, regulation, judgment, order, or decreeof any government, governmental instrumentality or court, domestic or foreign, having jurisdictionover the Company or its property including the requirements of the NYSE, or any agreement orinstrument to which the Company is a party or by which the Company or its property may be bound.
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ARTICLE IVDEFINITIONS          For purposes of this Agreement, the following terms shall have the following meanings:          “Agreement” has the meaning set forth in the preamble to this Agreement.          “Authorized Committee” means the Executive Committee referred to in the PzenaLLC Agreement.          “Business Day” means a day on which the principal national securities exchangeon which shares of the Class A Shares are listed or admitted to trading is open for thetransaction of business or, if the Class A Shares are not listed or admitted to trading onany national securities exchange, a Monday, Tuesday, Wednesday, Thursday or Friday on whichbanking institutions in the Borough of Manhattan, City and State of New York are notauthorized or obligated by law or executive order to close.          “Charter” means the Amended and Restated Charter of the Company, s in effect onthe date hereof and as may be amended from time to time in the future.          “Class A Shares” means share of Class A common stock, par value $0.01 pershare, of the Company.          “Class A Units” has the meaning set forth in the Pzena LLC Agreement.          “Class B Representative” means Richard S. Pzena, or following Mr. Pzena’sresignation or retirement from the Company and/or Pzena LLC, his incapacity or his death, aClass B Stockholder designated in writing by the Authorized Committee from time to time.          “Class B Shares” has the meaning set forth in the recitals of this Agreement.          “Class B Stockholder” means a holder of outstanding Class B Shares, as setforth on the books and records of the Company from time to time.          “Class B Units” has the meaning set forth in the Pzena LLC Agreement.          “Commission” means the Securities and Exchange Commission of the United States.          “Company” has the meaning set forth in the preamble to this Agreement and anysuccessors thereof, whether by operation of law or otherwise.          “Company Group” means the Company and its Subsidiaries.
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          “NYSE” means the New York Stock Exchange, Inc.          “Own” means to own of record or beneficially, whether directly, through anominee designated by the Company pursuant to Section 2.4 or through any other Person.          “Person” means any natural person or any firm, partnership, limited liabilitypartnership, association, corporation, limited liability company, trust, business trust,governmental authority or other entity.          “Preliminary Vote” has the meaning set forth in Section 1.1.          “Pzena LLC” has the meaning set forth in the recitals of this Agreement.          “Pzena LLC Agreement” has the meaning set forth in the recitals of thisAgreement.          “Subsidiary” means a corporation, limited liability company, limitedpartnerships or other entity of which the Company, directly or indirectly, has the power,whether through the ownership of voting securities, equity interests, contract or otherwise,(i) to elect at least a majority of the members of such entity’s board of directorsor other governing body or (ii) in the absence of a governing body, to control thebusiness affairs of such entity.          “Transfer” means, with respect to any Class B Shares, directly or indirectly,(i) to sell, assign, transfer, pledge (including in margin transactions), convey,distribute, mortgage, encumber, hypothecate or otherwise dispose, whether by gift, forconsideration or for no consideration and (ii) to grant any right to vote, whetherby proxy, voting agreement, voting trust or otherwise.ARTICLE VMISCELLANEOUS          Section 5.1 Notices. (a) All notices, requests, demands, waivers and other communicationsto be given by any party hereunder shall be in writing and shall be (i) mailed byfirst-class, registered or certified mail, postage prepaid, (ii) sent by hand delivery orreputable overnight delivery service or (iii) transmitted by telecopy (provided that a copyis also delivered by hand or sent by reputable overnight delivery service) addressed, in the caseof any Class B Stockholder, to such Class B Stockholder at the address set forth on the books andrecords or the Company, or, in the case of the Company, to Pzena Investment Management, Inc., 120West 45th Street, 20th Floor, New York, New York 10036, Attention: Secretary, in each case,to such other address as may be specified in writing to the other parties hereto.          (b) All such notices, requests, demands, waivers and other communications shall be deemed tohave been given and received (i) if by personal delivery or telecopy, on the
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day of such delivery, (ii) if by first-class, registered or certified mail, on thefifth Business Day after the mailing thereof or (iii) if by reputable overnight deliveryservice, on the day delivered.          Section 5.2 Term of the Agreement. (a) This Agreement shall become effective on the datehereof and shall terminate on the earlier of (i) the first date on which there is no ClassB Stockholder remaining or (ii) the date on which the Authorized Committee and all Class BStockholders agree to terminate this Agreement. Unless this Agreement is theretofore terminatedpursuant to this Section 5.2(a), all Class B Stockholders shall be bound by its terms.          (b) A Class B Stockholder shall cease to be a party to this Agreement upon the Transfer of allthe Class B Shares Owned by such Class B Stockholder to another Person in accordance with therequirements of this Agreement.          Section 5.3 Amendments; Waivers. (a) This Agreement may be amended or modified, and anyprovision in this Agreement may be waived, with the consent of the Class B Stockholders that Own,in aggregate, a majority of the Class B Shares Owned by Class B Stockholders who are then bound bythe terms of this Agreement (other than an amendment that, in the good faith judgment of theAuthorized Committee, is intended to cure any ambiguity or correct or supplement any provisions ofthis Agreement that may be incomplete or inconsistent with any other provision contained herein,which amendment may be made by the Company), provided, that, without the consent of anyPerson, a Person who becomes a Class B Stockholder after the date hereof shall execute and deliveran Additional Party Signature Page to this Agreement in the form attached hereto as Annex A tobecome a party to this Agreement.          (b) The failure of any party at any time or times to require performance of any provision ofthis Agreement shall in no manner affect the rights at a later time to enforce the same. No waiverby any party of the breach of any term contained in this Agreement, whether by conduct orotherwise, in any one or more instances, shall be deemed to be or construed as a further orcontinuing waiver of any such breach or the breach of any other term of this Agreement.          Section 5.4 Adjustment Upon Changes in Capitalization. In the event of any change in theoutstanding Class B Shares of the Company by reason of stock dividends, split-ups,recapitalizations, combinations, exchanges of shares and the like, the term “Class B Shares” shallrefer to and include the securities received or resulting therefrom and the terms and provisions ofthis Agreement shall be appropriately adjusted so that each Class B Stockholder will thereaftercontinue to have and be subject to, to the greatest extent practicable, the same rights andobligations he, she or it had been subject to prior to such change.          Section 5.5 Disinterested Committee Members to Make Determinations. In the event that anyClass B Stockholder breaches its obligations under this Agreement, then the Authorized Committeeshall have the exclusive right to make any and all determinations that may be necessary orappropriate under this Agreement, including without limitation, determinations relating to theexercise and enforcement of remedies hereunder. If a Class B Stockholder who is also a member ofthe Authorized Committee breaches his or her obligations
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under this Agreement, such Class B Stockholder must refrain from exercising his or her vote atmeetings of the Authorized Committee to give effect to this Section 5.5.          Section 5.6 Severability. If the final determination of a court of competent jurisdictiondeclares, after the expiration of the time within which judicial review (if permitted) of suchdetermination may be perfected, that any term or provision hereof is invalid or unenforceable,(a) the remaining terms and provisions hereof shall be unimpaired and (b) theinvalid or unenforceable term or provision shall be deemed replaced by a term or provision that isvalid and enforceable and that comes closest to expressing the intention of the invalid orunenforceable term or provision.          Section 5.7 Representatives, Successors and Assigns. This Agreement shall be binding uponand inure to the benefit of the respective parties hereto and their respective legatees, legalrepresentatives, successors and assigns; provided that Class B Stockholders may not assign,delegate or otherwise transfer any of their rights or obligations under this Agreement except withthe written consent of the Authorized Committee.          Section 5.8 Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCEWITH THE LAWS OF THE STATE OF DELAWARE (WITHOUT REGARD TO THE CONFLICT OF LAWS PRINCIPLES OR RULESTHEREOF).          Section 5.9 Specific Performance. Each of the parties hereto acknowledges that it will beimpossible to measure in money the damage to the Company or the Class B Stockholders if any partyhereto fails to comply with the provisions of Article I or II and each party hereto agrees that inthe event of any such failure, neither the Company nor any Class B Stockholder will have anadequate remedy at law. Therefore, the Company and each Class B Stockholder, in addition to all ofthe other remedies which may be available, shall have the right to equitable relief, including,without limitation, the right to enforce specifically the provisions of Articles I and II byobtaining injunctive relief against any violation thereof, or otherwise. All claims for specificperformance of one or more provisions of this Agreement shall be resolved exclusively by litigationbefore a court of competent jurisdiction located in the State of New York.          Section 5.10 Submission to Jurisdiction; Waiver of Immunity. Each Class B Stockholder, foritself and its successors and assigns, hereby irrevocably waives (a) any objection, andagrees not to assert, as a defense in any legal or equitable action, suit or proceeding againstsuch Class B Stockholder arising out of or relating to this Agreement or any transactioncontemplated hereby or the subject matter of any of the foregoing, that (i) it is notsubject thereto or that such action, suit or proceeding may not be brought or is not maintainablebefore such arbitral body or in said courts, (ii) the venue thereof may not be appropriateand (iii) the internal laws of the State of Delaware do not govern the validity,interpretation or effect of this Agreement, (b) any immunity from jurisdiction to which itmight otherwise be entitled in any such arbitration, action, suit or proceeding which may beinstituted before any state or federal court in the State of New York in accordance with Section5.9 and (c) any immunity from the maintaining of an action against it to enforce anyjudgment for money obtained in any such
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arbitration, action, suit or proceeding and, to the extent permitted by applicable law, anyimmunity from execution.          Section 5.11 Further Assurances. Each Class B Stockholder agrees to execute suchadditional documents and take such further action as may be requested by the Authorized Committeeto effect the provisions of this Agreement.          Section 5.12 Execution in Counterparts. This Agreement may be executed in any number ofcounterparts, each of which shall be deemed an original, but all such counterparts shall togetherconstitute but one and the same instrument.          Section 5.13 Entire Agreement. This Agreement, including Annex A hereto, contains theentire understanding of the parties with respect to the subject matter hereof, and supersedes allprior agreements and understandings, both written and oral, among the parties with respect to thesubject matter hereof.
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          IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as ofthe date first above written.     PZENA INVESTMENT MANAGEMENT, INC.       By: /s/ Richard S. Pzena Name: Richard S. Pzena    Title: Chief Executive Officer  
 

 
   CLASS B STOCKHOLDERS:     /s/ Richard S. Pzena Richard S. Pzena     /s/ Wayne A. Palladino Wayne A. Palladino     /s/ Spencer Chen Spencer Chen  
 

 
CLASS B STOCKHOLDERS (continued):JOHN P. GOETZ