Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As previously announced, on
Pursuant to the terms of the Letter Agreement, on
(i) postponed the 2020 Annual Meeting until
(ii) increased the size of the Board from eleven (11) directors to fifteen (15)
directors;
(iii) appointed
serve as directors of the Company with terms expiring at the 2020 Annual Meeting;
(iv) nominated each of
Gilmartin,Tammy K. Jones ,A. Akiva Katz ,Nori Gerardo Lietz ,Mahbod Nia , andHoward Stern for election to the Board at the 2020 Annual Meeting;
(v) accepted the resignations as directors of
DeMarco,William L. Mack ,Lisa Myers ,Laura H. Pomerantz ,Irvin D. Reid andRebecca Robertson ; and
(vi) appointed
expiring at the 2020 Annual Meeting.
As a result of the foregoing actions,
The Board as so reconstituted subsequently reduced the size of the Board from
fifteen (15) directors to nine (9) directors and elected
Audit Committee:
Nominating and Corporate Governance Committee:
Strategic Review Committee:
In addition,
It is intended that each of the newly appointed directors will receive the standard compensation for directors of the Company in accordance with the Company's director compensation policies, as amended from time to time.
Except as set forth above in this Item 5.02 of this Current Report on Form 8-K, there are no arrangements or understandings pursuant to which any of the newly appointed directors has been appointed to the Board, nor are there any transactions or proposed transactions to which the Company and any such person is, or will be, a party.
Except as set forth above in this Item 5.02 of this Current Report on Form 8-K, as of the date hereof, the Company has not entered into any transactions involving any such person that would require disclosure under Item 404(a) of Regulation S-K promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act").
Item 7.01 Regulation FD Disclosure.
On
The press release furnished pursuant to Item 7.01 of this Form 8-K (Exhibits 99.1) shall not be deemed "filed" for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities under that Section. Furthermore, the press release shall not be deemed to be incorporated by reference into any Company filing under the Securities Act of 1933, as amended, or the Exchange Act.
Item 8.01 Other Events.
As described in Item 5.02 of this Current Report on Form 8-K, pursuant to the
Letter Agreement, the Company has postponed the date of the 2020 Annual Meeting
to
As a result of the actions taken pursuant to the Letter Agreement, as described
in Item 5.02 of this Current Report on Form 8-K, the election of directors at
the 2020 Annual Meeting is no longer "contested." The Company plans to file with
the
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit Number Exhibit Description 99.1 Press release, datedJune 15, 2020 . 104.1 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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