Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
(b) On December 23, 2019, Mr. Robert G. Wolfe provided notice of his intent to
retire from the Board of Directors, effective December 31, 2019. Mr. Wolfe's
retirement, was not a result of any disagreement with the Company.
On December 26, 2017, the Board of Directors appointed current independent Board
Member, R. Carter Pate, to replace Mr. Wolfe as the Company's Chairman of Board.
The Board of Directors also appointed Joe Megibow to serve on the Compensation
Committee to replace Michael Vernon, who is also retiring from the Board as of
December 31, 2019.
The Nominating and Governance Committee is engaged in its annual process of
assessing the Board's needs and skills, and as part of that comprehensive
analysis will determine whether to replace one or both of its open board seats.
Item 7.01 Regulation FD Disclosure
A copy of the December 26, 2019 press release announcing the retirement of
Mr. Wolfe and the appointment of Mr. Pate as Board Chair is included as Exhibit
99.1 to this report. Exhibit 99.1 shall not be deemed "filed" for purposes of
Section 18 of the Securities Exchange Act of 1934 (the Exchange Act) or
otherwise subject to the liabilities under that section and shall not be deemed
to be incorporated by reference into any filing of the registrant under the
Securities Act of 1933 or the Exchange Act.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit Number Description
99.1 Press Release dated December 26, 2019--------------------------------------------------------------------------------
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