Oklahoma Firefighters Pension and Retirement System v. Lexmark International, Inc. et al

Filing 159

FINAL JUDGMENT. IT IS HEREBY ORDERED, ADJUDGED AND DECREED: This Judgment incorporates and makes a part hereof: (a) the Stipulation filed with the Court on May 8, 2020, (ECF No. 122);and (b) the Notice of Pendency and Proposed Settlement of Class Action ("Notice"), Summary Notice, and Declaration of the Claims Administrator filed with this Court on October 28, 2020, (ECF No. 142). Pursuant to Rule 23 of the Federal Rules of Civil Procedure, this Court hereby affirms its determinat ions in the Preliminary Approval Order and certifies for purposes of settlement only a Class defined as all those who purchased or otherwise acquired Lexmark common stock between August 1, 2014 and July 20, 2015, inclusive, and were damaged thereb y. Excluded from the Class are Defendants, the officers and directors of Lexmark at all relevant times, members of their immediate families, and any entity in which any Defendant owns a greater than 50% equity interest, and the legal represen tatives, heirs, successors-in-interest or assigns of any such excluded party. Also excluded from the Class are those Persons who timely and validly requested exclusion from the Class. Following notice to the Class, none have done so. This Court her eby affirms its determinations in the Preliminary Approval Order and finds, for the purposes of settlement only, that the prerequisites for a class action under Rules 23(a) and (b)(3) of the Federal Rules of Civil Procedure have been satisfied in t hat as further set forth in this Judgment. Pursuant to Rule 23 of the Federal Rules of Civil Procedure, and for the purposes of settlement only, the Court hereby affirms its determinations in the Preliminary Approval Order and finally appoints Lead Plaintiff District No. 9, I.A. of M & A.W. Pension Trust as Class Representative for the Class and Robbins Geller Rudman & Dowd LLP as Class Counsel for the Class. Pursuant to, and in accordance with, Rule 23 of the Federal Rules of Civil Procedur es, this Court hereby fully and finally approves the Proposed Settlement set forth in the Stipulation in all respects and finds that as further set forth in this Judgment. The terms of the Stipulation and of this Judgment shall be forever binding on Defendants, Lead Plaintiff and all other Class Members (regardless of whether or not any individual Class Member submits a Claim Form or seeks or obtains a distribution from the Net Settlement Fund), as well as their respective successors and as signs. this Court orders that: (a) Upon the Effective Date, and as provided in the Stipulation, Lead Plaintiff shall be deemed to have, and each of the Class Members shall be deemed to have, and by operation of this Judgment shall have, fully, fina lly, and forever released, relinquished, and discharged any and all Released Claims (including Unknown Plaintiffs' Claims) against the Released Persons, whether or not such Class member executed and delivered the Proof of Claim and Release fo rm or shares in the Settlement Fund. Claims to enforce the terms of the Stipulation are not released. Lead Plaintiff and all Class Members, and anyone claiming through or on behalf of any of them, are hereby forever barred and enjoined from commen cing, instituting, prosecuting, or continuing to prosecute any action or other proceeding in any court of law or equity, arbitration tribunal, or administrative forum, asserting any of the Released Claims against any of the Released Persons. Upon the Effective Date, and as provided in the Stipulation, each of the Released Persons shall be deemed to have, and by operation of this Judgment shall have, fully, finally, and forever released, relinquished, and discharged Lead Plaintiff, each and all of the Class Members, and Lead Plaintiff's counsel from all claims and causes of action of every nature and description (including Unknown Defendants' Claims) whether arising under federal, state, common or foreign law, that arise out of or relate in any way to the institution, prosecution, or settlement of the claims against Defendants, except for claims relating to the enforcement of the Proposed Settlement. Upon the Effective Date, any and all Persons are permanently barred and enjoined, to the fullest extent permitted by law, from commencing, prosecuting, or asserting any and all claims for contribution or indemnity (or any other claim where the alleged injury to that Person is that Person's actual or threatene d liability to the Class or a Class Member in the Action), arising out of, based upon, relating to, concerning, or in connection with the Released Claims, against each and every one of the Released Persons, whether arising under state, federal, lo cal, common, or foreign law, as claims, cross-claims, counterclaims, or third-party claims, in the Action or any separate action, in this Court or in any other court, arbitration proceeding, administrative proceeding, or other forum; and the Release d Persons are permanently barred and enjoined, to the fullest extent permitted by law, from commencing, prosecuting, or asserting any and all claims for contribution or indemnity (or any other claim where the alleged injury to the Released Person is that Released Person's actual or threatened liability to the Class or a Class Member in the Action) arising out of, based upon, relating to, concerning, or in connection with the Released Claims, against any person other than a Person whose liability to the Class has been extinguished pursuant to the Proposed Settlement and Judgment, whether arising under state, federal, local, common, or foreign law, as claims, cross-claims, counterclaims, or third-party claims, in the Action or an y separate action, in this Court or in any other court, arbitration proceeding, administrative proceeding, or other forum. Notwithstanding the foregoing, nothing herein shall bar any action by any of the Settling Parties to enforce or effectuate t he terms of the Stipulation, the Settlement, or the Judgment. Neither this Judgment, the Stipulation, nor the Settlement contained therein, nor any act performed or document executed pursuant to or in furtherance of the Stipulation or the Settlemen t: (a) is or may be deemed to be or may be used as an admission of, or evidence of, the validity of any Released Claim, or of any wrongdoing or liability of the Defendants or their respective Related Parties, or (b) is or may be deemed to be or ma y be used as an admission of, or evidence of, any fault or omission of any of the Defendants or their respective Related Parties in any civil, criminal, or administrative proceeding in any court, administrative agency, or other tribunal and as furt her set forth in this Judgment. Without affecting the finality of this Judgment in any way, this Court hereby retains continuing jurisdiction over as further set forth in this Judgment. There is no just reason to delay the entry of this Judgment as a final judgment in this Action. Accordingly, the Clerk of the Court is expressly directly to immediately enter this final judgment in this Action. So Ordered. (Signed by Judge William H. Pauley, III on 1/7/21) (yv)

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UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF NEW YORK

OKLAHOMA FIREFIGHTERS PENSION
AND RETIREMENT SYSTEM,
Individually and on Behalf of All Others
Similarly Situated,
Plaintiff,
-againstLEXMARK INTERNATIONAL, INC.,
PAUL A. ROOKE, DAVID REEDER, and
GARY STROMQUIST,
Defendants.

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17cv5543
FINAL JUDGMENT

WILLIAM H. PAULEY III, Senior United States District Judge:
WHEREAS, a consolidated class action is pending in this Court entitled
Oklahoma Firefighters Pension and Retirement System v. Lexmark International, Inc., Civil
Action No. 17-cv-5543 (the “Action”);
WHEREAS, (a) Lead Plaintiff Oklahoma Firefighter Pension and Retirement
System, on behalf of itself and the Class, and (b) defendants Lexmark International, Inc., Paul A.
Rooke, David Reeder, and Gary Stromquist (collectively, the “Individual Defendants,” together
with Lexmark, the “Defendants”; and together with Lead Plaintiff, the “Parties”) have entered
into a Stipulation and Agreement of Settlement dated as of May 8, 2020 (the “Stipulation”), that
provides for a complete dismissal with prejudice of the claims asserted against Defendants in the
Action on the terms and conditions set forth in the Stipulation, subject to the approvement of this
Court (the “Proposed Settlement”);
WHEREAS, unless otherwise defined in this Judgment, the capitalized terms

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herein shall have the same meaning as they have in the Stipulation;
WHEREAS, by Order dated June 17, 2020, (the “Preliminary Approval Order”),
this Court (a) preliminarily approved the Proposed Settlement; (b) ordered that notice of the
Proposed Settlement be provided to the Class; (c) provided Class Members with the opportunity
to object the Proposed Settlement; and (d) scheduled a hearing regarding final approval of the
Proposed Settlement;
WHEREAS, due and adequate notice has been given to the Class;
WHEREAS, the Court conducted a hearing on December 16, 2020 (the
“Settlement Hearing”) to consider, among other things, (a) whether the terms and conditions of
the Proposed Settlement are fair, reasonable, and adequate to the Class, and should therefore be
approved; and (b) whether a judgment should be entered dismissing the Action with prejudice as
against the Defendants; and
WHEREAS, the Court having reviewed and considered the Stipulation, all papers
filed and proceedings held herein in connection with the Proposed Settlement, all oral and
written comments received regarding the Settlement, and the record in the Action, and good
cause appearing therefore;
IT IS HEREBY ORDERED, ADJUDGED AND DECREED:
1.

Jurisdiction – The Court has jurisdiction over the subject matter of the

Action, and all matters relating to the Proposed Settlement, as well as personal jurisdiction over
all of the Parties and each of the Class Members.
2.

Incorporation of Settlement Documents – This Judgment incorporates

and makes a part hereof: (a) the Stipulation filed with the Court on May 8, 2020, (ECF No. 122);
and (b) the Notice of Pendency and Proposed Settlement of Class Action (“Notice”), Summary

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Notice, and Declaration of the Claims Administrator filed with this Court on October 28, 2020,
(ECF No. 142).
3.

Class Certification – Pursuant to Rule 23 of the Federal Rules of Civil

Procedure, this Court hereby affirms its determinations in the Preliminary Approval Order and
certifies for purposes of settlement only a Class defined as all those who purchased or otherwise
acquired Lexmark common stock between August 1, 2014 and July 20, 2015, inclusive, and were
damaged thereby. Excluded from the Class are Defendants, the officers and directors of
Lexmark at all relevant times, members of their immediate families, and any entity in which any
Defendant owns a greater than 50% equity interest, and the legal representatives, heirs,
successors-in-interest or assigns of any such excluded party. Also excluded from the Class are
those Persons who timely and validly requested exclusion from the Class. Following notice to
the Class, none have done so.
4.

Prerequisites for Class Action – This Court hereby affirms its

determinations in the Preliminary Approval Order and finds, for the purposes of settlement only,
that the prerequisites for a class action under Rules 23(a) and (b)(3) of the Federal Rules of Civil
Procedure have been satisfied in that: (a) the number of Class Members is so numerous that
joinder of all members is impracticable; (b) there are questions of law and fact common to the
Class; (c) the claims of the Lead Plaintiff are typical of the claims of the Class it seeks to
represent; (d) Lead Plaintiff and Lead Counsel have and will fairly and adequately represent the
interests of the Class; (e) the questions of law and fact common to the Members of the Class
predominate over any questions affecting only individual Class Members; and (f) a class action
is superior to other available methods for the fair and efficient adjudication of the controversy.

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5.

Class Representative – Pursuant to Rule 23 of the Federal Rules of Civil

Procedure, and for the purposes of settlement only, the Court hereby affirms its determinations in
the Preliminary Approval Order and finally appoints Lead Plaintiff District No. 9, I.A. of M &
A.W. Pension Trust as Class Representative for the Class and Robbins Geller Rudman & Dowd
LLP as Class Counsel for the Class.
6.

Settlement Notice – The Court finds that the dissemination of the

Settlement Notice and the publication of the Settlement Notice: (a) were implemented in
accordance with the Preliminary Approval Order, (b) constituted the best notice practicable
under the circumstances; (c) constituted notice that was reasonably calculated, under the
circumstances, to apprise Class Members of (i) the effect of the Proposed Settlement; (ii) Lead
Counsel’s motion for an award of attorneys’ fees and payment of Litigation Expenses; (iii) their
right to object to any aspect of the Proposed Settlement, the Plan of Allocation, and/or Lead
Counsel’s motion for attorneys’ fees and payment of Litigation Expenses; and (iv) their right to
appear at the Settlement Hearing; (d) constituted due, adequate, and sufficient notice to all
persons and entities entitled to receive notice of the Proposed Settlement, and € satisfied the
requirements of Rule 23 of the Federal Rules of Civil Procedure, the United States Constitution
(including the Due Process Clause), the Private Securities Litigation Reform Act of 1995, 15
U.S.C. § 78u-4, as amended, and all other applicable laws and rules. There have been no
objections to the Proposed Settlement.
7.

Final Settlement Approval and Dismissal of Claims – Pursuant to, and

in accordance with, Rule 23 of the Federal Rules of Civil Procedures, this Court hereby fully and
finally approves the Proposed Settlement set forth in the Stipulation in all respects and finds that:
(a)

The Stipulation and Settlement contained therein, are, in all

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respects, fair, reasonable, adequate, and in the best interest of the Class;
(b)

There was no collusion in connection with the Proposed

(c)

The Proposed Settlement was the product of informed, arm’s-

Settlement;

length negotiations among competent, able counsel; and
(d)

The record is sufficiently developed and complete to have enabled

the Lead Plaintiff and Defendants to have adequately evaluated and considered their positions.
8.

Accordingly, the Court authorizes and directs implementation and

performance of all terms and provisions of the Stipulation, as well as the terms and provisions
hereof. The Action and all of the claims asserted against Defendants in the Action by Lead
Plaintiff and the other Class Members are hereby dismissed with prejudice. The Parties shall
bear their own costs and expenses, except as otherwise expressly provided in the Stipulation.
9.

Binding Effect – The terms of the Stipulation and of this Judgment shall

be forever binding on Defendants, Lead Plaintiff and all other Class Members (regardless of
whether or not any individual Class Member submits a Claim Form or seeks or obtains a
distribution from the Net Settlement Fund), as well as their respective successors and assigns.
10.

Releases – The Releases set forth in Section 4 of the Stipulation, together

with the definitions contained in the Stipulation relating thereto, are expressly incorporated
herein by reference. Accordingly, this Court orders that:
(a)

Upon the Effective Date, and as provided in the Stipulation, Lead

Plaintiff shall be deemed to have, and each of the Class Members shall be deemed to have, and
by operation of this Judgment shall have, fully, finally, and forever released, relinquished, and
discharged any and all Released Claims (including Unknown Plaintiffs’ Claims) against the

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Released Persons, whether or not such Class member executed and delivered the Proof of Claim
and Release form or shares in the Settlement Fund. Claims to enforce the terms of the
Stipulation are not released.
(b)

Lead Plaintiff and all Class Members, and anyone claiming

through or on behalf of any of them, are hereby forever barred and enjoined from commencing,
instituting, prosecuting, or continuing to prosecute any action or other proceeding in any court of
law or equity, arbitration tribunal, or administrative forum, asserting any of the Released Claims
against any of the Released Persons.
(c)

Upon the Effective Date, and as provided in the Stipulation, each

of the Released Persons shall be deemed to have, and by operation of this Judgment shall have,
fully, finally, and forever released, relinquished, and discharged Lead Plaintiff, each and all of
the Class Members, and Lead Plaintiff’s counsel from all claims and causes of action of every
nature and description (including Unknown Defendants’ Claims) whether arising under federal,
state, common or foreign law, that arise out of or relate in any way to the institution, prosecution,
or settlement of the claims against Defendants, except for claims relating to the enforcement of
the Proposed Settlement.
11.

Upon the Effective Date, any and all Persons are permanently barred and

enjoined, to the fullest extent permitted by law, from commencing, prosecuting, or asserting any
and all claims for contribution or indemnity (or any other claim where the alleged injury to that
Person is that Person’s actual or threatened liability to the Class or a Class Member in the
Action), arising out of, based upon, relating to, concerning, or in connection with the Released
Claims, against each and every one of the Released Persons, whether arising under state, federal,
local, common, or foreign law, as claims, cross-claims, counterclaims, or third-party claims, in

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the Action or any separate action, in this Court or in any other court, arbitration proceeding,
administrative proceeding, or other forum; and the Released Persons are permanently barred and
enjoined, to the fullest extent permitted by law, from commencing, prosecuting, or asserting any
and all claims for contribution or indemnity (or any other claim where the alleged injury to the
Released Person is that Released Person’s actual or threatened liability to the Class or a Class
Member in the Action) arising out of, based upon, relating to, concerning, or in connection with
the Released Claims, against any person other than a Person whose liability to the Class has been
extinguished pursuant to the Proposed Settlement and Judgment, whether arising under state,
federal, local, common, or foreign law, as claims, cross-claims, counterclaims, or third-party
claims, in the Action or any separate action, in this Court or in any other court, arbitration
proceeding, administrative proceeding, or other forum. Notwithstanding the foregoing, nothing
herein shall bar any action by any of the Settling Parties to enforce or effectuate the terms of the
Stipulation, the Settlement, or the Judgment.
12.

No Admissions – Neither this Judgment, the Stipulation, nor the

Settlement contained therein, nor any act performed or document executed pursuant to or in
furtherance of the Stipulation or the Settlement: (a) is or may be deemed to be or may be used as
an admission of, or evidence of, the validity of any Released Claim, or of any wrongdoing or
liability of the Defendants or their respective Related Parties, or (b) is or may be deemed to be or
may be used as an admission of, or evidence of, any fault or omission of any of the Defendants
or their respective Related Parties in any civil, criminal, or administrative proceeding in any
court, administrative agency, or other tribunal. The Defendants and/or their respective Related
Parties may file the Stipulation and/or this Judgment from this action in any other action that
may be brought against them in order to support a defense or counterclaim based on principles of

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res judicata, collateral estoppel, release, good faith settlement, judgment bar or reduction, or any
theory of claim preclusion or issue preclusion or similar defense or counterclaim.
13.

Retention of Jurisdiction – Without affecting the finality of this

Judgment in any way, this Court hereby retains continuing jurisdiction over: (a) implementation
of this Settlement and any award or distribution of the Settlement Fund, including interest earned
thereon; (b) disposition of the Settlement Fund; (c) hearing and determining applications for
attorneys’ fees, charges, and expenses, and interest in the Litigation, as well as any award to the
Lead Plaintiff to 15 U.S.C. §78u-4(a)(4); (d) all parties herein for the purpose of construing,
enforcing, and administering the Stipulation; (e) the Class Members for all matters relating to the
Litigation; and (f) other matters related or ancillary to the foregoing. The administration of the
Settlement, and the decision of all disputed questions of law and fact with respect to the validity
of any claim or right of any Person to participate in the distribution of the Net Settlement Fund,
shall remain under the authority of this Court. A separate order shall be entered regarding
approval of a plan of allocation and the motion of Lead Counsel for an award of attorneys’ fees
and payment of Litigation Expenses. This order shall in no way affect or delay the finality of
this Judgment and shall not affect or delay the Effective Date of the Settlement.
14.

Non-Occurrence of the Settlement – In the event that the Settlement

does not become effective in accordance with the terms of the Stipulation, or the Effective Date
does not occur, then this Judgment shall be rendered null and void to the extent provided by and
in accordance with the Stipulation and shall be vacated and, in such event, all orders entered and
releases delivered in connection herewith shall be null and void to the extent provided by and in
accordance with the Stipulation and the Settlement Fund shall be returned in accordance with the
Stipulation.

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15.

Modification of the Agreement of Settlement – Without further

approval from the Court, Lead Plaintiff and Defendants are hereby authorized to agree to and
adopt such amendments or modifications of the Stipulation or any exhibits attached thereto to
effectuate the Settlement that: (a) are not materially inconsistent with this Judgment; and (b) do
not materially limit the rights of Class Members in connection with the Settlement. Without
further order of the Court, the Settling Parties may agree to reasonable extensions of time to
carry out the provisions of the Stipulation.
16.

Entry of Final Judgment – There is no just reason to delay the entry of

this Judgment as a final judgment in this Action. Accordingly, the Clerk of the Court is
expressly directly to immediately enter this final judgment in this Action.

Dated: January 7, 2021
New York, New York

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