Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(d) On September 9, 2022, the Company's Board of Directors elected Kelly J.
Grier as a director, effective immediately, to serve until the May 2023 Annual
Meeting and determined her to be independent. Ms. Grier, age 53, retired as US
Chair and Managing Partner/Chief Executive Officer of Ernst & Young LLP ("EY")
in July 2022, having served in that capacity since 2018. Ms. Grier had over 30
years of service at EY, serving in various roles with increasing levels of
responsibility. Ms. Grier has been appointed to the Audit and Finance Committees
of the Company. There are no reportable transactions under Item 404(a) of
Regulation S-K.
Ms. Grier will participate in the standard non-employee director compensation
arrangements described in the Company's 2022 proxy statement.
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