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

On December 12, 2022, Lee Benson resigned as an independent director of the Company. There was a disagreement with the Company on its compensation policy disclosable under Item 5.02(a). The company provided Mr. Benson with a copy of the disclosures made in this Form 8-K before filing and informed Mr. Benson of the opportunity to furnish a letter addressed to the company as promptly as possible stating whether he agrees with the company's disclosures in response to this item and, if not, stating the disagreements. The company will file any letter it receives from Mr. Benson as an exhibit by amendment to the previously filed Form 8-K within two business days after receipt by the company.

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