Item 2.02. Results of Operations and Financial Condition.
The information in Item 2.02 of this Current Report is being furnished and 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 of that
Section. The information in this Current Report shall not be incorporated by
reference in any filing under the Securities Act of 1933 or the Exchange Act,
except as shall be expressly set forth by specific reference in such a filing.
On
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(d) Appointment of New Director OnNovember 4, 2020 ,Mignon Clyburn was appointed to the Board of Directors (the "Board") of the Company.Ms. Clyburn will serve as a director with a term of office expiring at the Company's 2021 Annual Meeting of Stockholders.Ms. Clyburn has served as President ofMLC Strategies, LLC , aWashington, D.C. -based consulting firm, sinceJanuary 2019 , and previously served as a Fellow atOpen Society Foundations , a philanthropic organization, fromJune 2018 toJanuary 2019 . Prior to this,Ms. Clyburn served as a Commissioner of theU.S. Federal Communications Commission (the "FCC ") fromAugust 2009 toJune 2018 , including as acting chair. While at theFCC , she was committed to closing the digital divide and championed the modernization of the agency's Lifeline Program, which assists low-income consumers with voice and broadband service. In addition,Ms. Clyburn promoted diversity in media ownership, initiated Inmate Calling Services reforms, supported inclusion in STEM opportunities and fought for an Open Internet. Prior to her federal appointment,Ms. Clyburn served 11 years on thePublic Service Commission of South Carolina and worked for nearly 15 years as publisher of the Coastal Times, aCharleston weekly newspaper focused on theAfrican American community.Ms. Clyburn has served as a member of the board of directors of Charah Solutions, Inc., a provider of environmental and maintenance services to the power generation industry, sinceMarch 2019 , and as a member of the board of directors of Lions Gate Entertainment Corp., an entertainment company, sinceSeptember 2020 .Ms. Clyburn holds a B.S. in Banking, Finance and Economics from theUniversity of South Carolina . In accordance with the Company's Outside Director Compensation Policy, the terms of which will be described in the Company's proxy statement for its 2021 Annual Meeting of Stockholders,Ms. Clyburn is eligible to participate in the Company's standard compensation arrangements for non-employee directors which consists of cash and equity compensation for service on the Board. Pursuant to the Outside Director Compensation Policy,Ms. Clyburn is entitled to$45,000 in annual cash compensation for service on the Board and an initial equity award of restricted stock units with a grant date fair market value of$260,000 , prorated for the portion of the annual period fromJune 1, 2020 throughMay 31, 2021 during which she will serve. AssumingMs. Clyburn is elected to the Board at the 2021 Annual Meeting of Stockholders, she will also be eligible for an annual equity grant with a grant date fair value of$260,000 effective onJune 1, 2021 . The Company has entered into its standard form of indemnification agreement withMs. Clyburn , a copy of which is filed as Exhibit 10.3 of the Company's Quarterly Report on Form 10-Q for the quarter endedJune 30, 2017 . Other than the indemnification agreement described in the preceding sentence,Ms. Clyburn has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K promulgated under the Securities Exchange Act of 1934, as amended, nor are any such transactions currently proposed. There are no arrangements or understandings betweenMs. Clyburn and any other persons pursuant to whichMs. Clyburn was appointed a director of the Company, and there are no family relationships betweenMs. Clyburn and any director or executive officer of the Company. A copy of the news release issued by the Company onNovember 9, 2020 announcingMs. Clyburn's appointment to the Board is attached hereto as Exhibit 99. 2 . Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit Description 99.1 Press release datedNovember 9, 2020 99.2 Press release datedNovember 9, 2020 , announcing the appointment of a new director. 104 Cover Page Interactive Data File (formatted as inline XBRL).
--------------------------------------------------------------------------------
© Edgar Online, source