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

Jones-Tyson as a Trustee. The Board has determined that Mr. Jones-Tyson is independent for purposes of serving on the Board under the applicable rules of the Securities and Exchange Commission and the New York Stock Exchange. Mr. Jones-Tyson brings with him over 30 years of experience in the financial services industry. He is currently the Global Chief Human Resources Officer for Robert W. Baird & Co. ("Baird") and has previously held positions at Baird as Chief Risk Officer (2018-2021), Chief Operating Officer for Baird's Global Investment Banking Group (2011-2018), and Director of Business Development (2008-2011). He holds an M.BA. from the University of Chicago Booth School of Business and a Bachelor's degree from the University of Maryland - College Park.

Mr. Jones-Tyson will receive cash and equity compensation as an outside Trustee of the Company under the Trustee compensation policies adopted by the Board from time to time. There are no arrangements or understandings between Mr. Jones-Tyson and any other person, pursuant to which he was selected as a Trustee. There are no transactions with Mr. Jones-Tyson that would require disclosure under Item 404(a) of Regulation S-K.

Also effective January 18, 2022, the Board appointed John Schissel, a current Trustee, as the Chair of the Board to succeed Jeff Caira, the current Chair. Mr. Caira will cease as Chair, but will continue to serve as a Trustee.

In connection with the previously disclosed KMS acquisition, Robert Levine, a principal of KMS Management, was granted certain non-voting Board observation rights. Pursuant to a certain Board Observer Agreement between the Company and Mr. Levine, which contains customary terms, including confidentiality and indemnification, Mr. Levine will begin attending meetings of the Board January 18, 2022.

Item 7.01 Regulation FD Disclosure.

On January 18, 2022, the Company issued a press release announcing the matters described under Item 5.02 of this Current Report on Form 8-K. Pursuant to Item 7.01 of Form 8-K, a copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information in Item 7.01 and Item 9.01, including Exhibit 99.1, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liability of such section, nor shall it be deemed incorporated by reference in any filing of the Company under the Securities Act of 1933 or the Securities Exchange Act of 1934, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference in such filing.




ITEM 9.01  Financial Statements and Exhibits
(d)Exhibits
Exhibit
Number            Description

  99.1              Press Release, dated January 18, 2022
104               Cover Page Interactive Data File - the cover page XBRL tags are embedded
                  within the Inline XBRL Document.

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