Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
(d) On February 1, 2021, the Company's Board of Directors expanded the size of
the Board of Directors from seven to eight members and appointed Ibrahim Gokcen
as a director effective immediately. Mr. Gokcen is a member of the class of
directors with a term expiring at the January 2023 Annual Meeting. Mr. Gokcen
has been appointed to serve on the Audit Committee and the Corporate Governance
and Nominating Committee.
Mr. Gokcen will receive compensation for serving as a director consistent with
the description of compensation of non-employee directors included in the
section entitled "Compensation of Directors" in the Company's Definitive Proxy
Statement on Schedule 14A filed with the Securities and Exchange Commission on
November 24, 2020.
Mr. Gokcen has entered into an Indemnification Agreement with the Company in the
form attached as Exhibit 10.1 to the Company's Current Report on Form 8-K filed
on October 19, 2018.
There are no arrangements or understandings between Mr. Gokcen and any other
person pursuant to which Mr. Gokcen was appointed as a director, and there are
no transactions between Mr. Gokcen and the Company that would be required to be
reported under Item 404(a) of Regulation S-K.
Item 7.01. Regulation FD Disclosure.
A copy of the press release announcing Mr. Gokcen's appointment to the Company's
Board of Directors is furnished herewith as Exhibit 99.1 and is hereby
incorporated by reference into this Item 7.01. In accordance with General
Instruction B.2 of Form 8-K, the information contained in this Item 7.01 and the
press release are being furnished under Item 7.01 of Form 8-K and shall not be
deemed "filed" for purposes of Section 18 of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), or otherwise subject to liabilities of
that section, nor shall such information and exhibit be incorporated by
reference into any filing under the Securities Act of 1933, as amended, or the
Exchange Act, except as shall be expressly set forth by specific reference in
such a filing.
Item 9.01. Financial Statements and Exhibits.
10.1 Form of Indemnification Agreement between the Company and its Officers
and Directors, previously filed as Exhibit 10.1 with the Company's Current
Report on Form 8-K filed on October 19, 2018.
99.1 Press Release, dated February 1, 2021, issued by the Company.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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