Description of Advisory Firm
Engaged Capital, LLC (“Engaged Capital,” “we,” “our,” or “us”) is a Delaware limited liability company
headquartered in Newport Beach, California. Engaged Capital is registered as an investment adviser with
the U.S. Securities and Exchange Commission. Glenn W. Welling, through Engaged Capital Holdings, LLC,
is the principal owner of the firm. We were organized in February 2012.
Advisory Services Offered
Engaged Capital provides continuous and regular investment management services on a discretionary
basis to private investment funds (“Funds”) that we have organized. The Funds are available only to
qualified investors and only by a private offering memorandum. Under the rules of the Securities and
Exchange Commission, investors are considered “qualified” if they meet certain minimum net worth
and/or income requirements. For information about net worth and/or income requirements, see Item
10 – Other Financial Industry Activities and Affiliations below.
This Form ADV Part 2A Brochure is not an offer to sell, or a solicitation of an offer to purchase,
partnership interests or shares in any Fund. Such an offer can only occur when the prospective investor
receives the Funds’ offering documents.
Engaged Capital also provides continuous and regular investment management services on a
discretionary basis to certain institutional clients (“Managed Accounts”), including pension plans,
pursuant to managed account arrangements that generally parallel the investment management
services being provided to a related Fund.
For information about our discretionary authority, see Item 16 - Investment Discretion below. We
describe the fees charged for investment supervisory services below under Item 5 - Fees and
Compensation.
Investment Mandates and Client Imposed Restrictions
The terms on which Engaged Capital manages a Fund or Managed Account are established at the time
the Fund or Managed Account relationship is established. These terms are generally set out in the
governing documents entered into by Engaged Capital with respect to the client and are disclosed in the
offering documents for the Fund or the investment management agreement for the Managed Account
client. Our primary strategy employs a long “constructive activist” approach, investing in small and mid-
cap domestic equities.
In accordance with the governing
documents of each Fund: (1) certain investors in the Fund may invest
on terms that differ from the terms generally applicable to other investors; (2) other classes of
ownership interests may be established with terms that differ from those described in the Fund’s
offering documents; and (3) we may manage some Fund investors’ accounts under terms that differ
from the terms described in the Fund’s offering documents. Such differing terms may be more
Engaged Capital Brochure Revised March 2024 6
favorable than the terms provided to other investors and may include, but are not limited to, terms
relating to the ability to withdraw or redeem capital, access to information, management and
performance fees and allocations, and special rights to make future investments. Such modifications
may in some cases be based upon, among other things, the size of an investor’s investment, an
agreement by an investor to maintain such investment for a specified period of time, a transfer from a
Managed Account, or other commitments by the investor. For additional information about differing
Fund terms for certain investors, see Item 11 – Code of Ethics, Participation or Interest in Client
Transactions and Personal Trading below.
Managed Accounts may, in addition to negotiating differing terms such as those described in the
preceding paragraph, also request other provisions such as keeping a minimum level of cash in the
account or restricting Engaged Capital from buying or selling certain specific securities or security types
in the account. If a Managed Account client or Fund investor directs Engaged Capital not to purchase a
particular security or type of security, Engaged Capital may restrict that security from consideration as a
portfolio investment, and thus will not buy the security for any clients, including the related Fund.
Engaged Capital reserves the right to not accept and/or to terminate a Managed Account if we feel that
the client-imposed restrictions would limit or prevent us from meeting or maintaining the client’s
investment strategy.
Wrap Fee Programs
Engaged Capital does not manage accounts as part of a wrap or bundled fee program.
Assets Under Management
Engaged Capital manages client assets in discretionary accounts on a continuous and regular basis. As of
December 31, 2023, our regulatory assets under management were $752,991,460.