ITEM 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On January 30, 2023, Adam P. Godfrey, Chairman of the Board, informed the Board of Directors ("Board") of his intention to step down as Chairman of the Board effective immediately and retire from the Board immediately following the expiration of his current term at the Company's 2023 Annual Meeting of Shareholders. Mr. Godfrey's decision was not due to any disagreement with the Company on any matter relating to the Company's operations, policies, or practices.

On January 30, 2023, the Board elected James L. Welch, a current Board member, to succeed Mr. Godfrey as Chairman of the Board effective immediately.

Also on January 30, 2023, the Board approved a reduction in the size of the Board from ten to nine directors, effective upon the close of business on the date of Mr. Godfrey's retirement.

ITEM 9.01. Financial Statements and Exhibits



(d)  Exhibits.
Exhibit No.  Description of Exhibit

104    The cover page from this Current Report on Form 8-K, formatted in Inline
XBRL

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