Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(d) At a meeting of the Company's Board of Directors on December 13, 2019, Ms. Lorie L. Tekorius was elected as a director effective immediately. The Board determined that Ms. Tekorius is independent in accordance with the director independence standards established under the Company's Corporate Governance Guidelines. Ms. Tekorius will initially be a member of the Audit and Nominating/Governance Committees of the Board.

Ms. Tekorius, 52, is President and Chief Operating Officer of the Greenbrier Companies, Inc. ("Greenbrier"), a leading designer, manufacturer and marketer of railroad freight car equipment. Ms. Tekorius has served as Greenbrier's Chief Operating Officer since August 2018. She served as Greenbrier's CFO, Executive Vice-President and Treasurer from April 2017 to August 2018 and as CFO, Senior Vice-President and Treasurer from February 2016 to April 2017. From October 2012 to February 2016 she served as Senior Vice-President and Treasurer for Greenbrier.

In connection with her election as a director, Ms. Tekorius will receive 360 shares of restricted stock awards pursuant to the Company's 2019 Equity Incentive Plan. The restricted stock awards will vest ratably over the next four years. In addition, Ms. Tekorius will be eligible to participate in the Company's director compensation arrangements which are more fully described in the Company's 2019 definitive proxy statement.

The Company is not aware of any related party transactions between Ms. Tekorius, on the one hand, and the Company, on the other hand, subject to disclosure pursuant to Item 404(a) of Regulation S-K.

A copy of the press release regarding the election of Ms. Tekorius to the Board is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 5.02(d).

--------------------------------------------------------------------------------




Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
The following exhibits are being furnished with this Current Report on Form 8-K:

Exhibit No.               Description
              99.1          Press release dated December 13, 2019
               104        Cover Page Interactive Data File - the cover page XBRL tags are embedded
                          within the inline XBRL document



--------------------------------------------------------------------------------

© Edgar Online, source Glimpses