ITEM 1.01 Entry into a Material Definitive Agreement

Amendment to Rights Agreement



On August 31, 2022, the Company and Computershare Inc., successor in interest to
Computershare Shareowner Services LLC (formerly known as Mellon Investor
Services LLC), a Delaware corporation, as successor to ChaseMellon Shareholder
Services, L.L.C., a New Jersey limited liability company, as rights agent (the
"Rights Agent"), entered into Amendment No. 9 to Rights Agreement (the
"Amendment"). The Amendment amends the Rights Agreement, dated as of June 8,
2000, between the Company and the Rights Agent, as amended by Amendment No. 1
thereto dated as of May 30, 2008, Amendment No. 2 thereto dated as of May 24,
2010, Amendment No. 3 thereto dated as of July 2, 2010, Amendment No. 4 thereto
dated as of May 15, 2013, Amendment No. 5 thereto dated as of June 18, 2015,
Amendment No. 6 thereto dated as of July 28, 2015, and Amendment No, 7 dated as
of June 27, 2018, and Amendment No. 8 dated as of August 24, 2021 (collectively,
as amended, the "Rights Agreement").

The Amendment was approved by the Company's stockholders at its 2022 Annual
Meeting of Stockholders held on August 23, 2022. The Amendment extends the
expiration date of the Rights Agreement to the close of business on the 30th day
after the Company's 2023 Annual Meeting of Stockholders unless continuation of
the Rights Agreement is approved by the stockholders of the Company at that
meeting. The Amendment to the Rights Agreement is filed herewith as Exhibit 4.1.

The foregoing description of the Amendment and the Rights Agreement does not
purport to be complete and is subject to, and qualified in its entirety by, a
summary of the material terms of the Rights Agreement, as amended by the
Amendment, together with the full text of the Rights Agreement, and each of
Amendments Nos. 1 to 8 thereto, as set forth in the Company's Proxy Statement
filed with the Securities and Exchange Commission on July 11, 2022.

ITEM 3.03 Material Modification to Rights of Security Holders

The information set forth in Item 1.01 of this Form 8-K under the heading "Amendment to Rights Agreement" is incorporated herein by reference.

ITEM 9.01 Financial Statements and Exhibits.



(d) Exhibits.


Exhibit No.              Description
4.1                        Amendment No.     9     to Rights Agreement, dated as of     August     31    ,
                         202    2     between the Company and Com    p

utershare Inc., as rights


                         agent.
104                      Cover Page Interactive Data file, formatted in Inline XBRL

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