Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On March 12, 2020, our board of directors approved an increase to the size of
the board from nine to ten members and appointed Kelly Coffey to fill the newly
created vacancy, both to be effective on May 18, 2020. Ms. Coffey will serve
until the earlier of (a) the next annual meeting of our stockholders, (b) the
effectiveness of the next action by written consent of stockholders in lieu of
an annual meeting, and (c) her death, resignation, or removal. Ms. Coffey has
not been appointed to serve on any committees of the board of directors.
Ms. Coffey, age 54, has served as Chief Executive Officer at City National Bank,
a subsidiary of the Royal Bank of Canada (RBC), since February 2019. Prior to
joining City National Bank, Ms. Coffey worked at J.P. Morgan, most recently
serving as the Chief Executive Officer of J.P. Morgan's U.S. Private Bank. Ms.
Coffey holds an MS in Foreign Service from Georgetown University and a BA in
International Affairs & French from Lafayette College.
There are no family relationships between Ms. Coffey and any of our directors or
executive officers, and she has no direct or indirect material interest in any
transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Further, there is no arrangement or understanding between Ms. Coffey and any
other persons or entities pursuant to which Ms. Coffey was appointed as a
director.
Ms. Coffey will be compensated as a member of our board of directors under the
terms of our Non-Employee Director Compensation Policy.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number Description
99.1 Press release dated March 13, 2020.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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