Page 21 of 40 – SEC Filing
| (xii) | Peter A. Feld, as a member of Principal GP and as a member of each of the Management Committee of Starboard Value GP and the Management Committee of Principal GP; |
| (xiii) | BLR Partners LP, a Texas limited partnership (“BLR Partners”); |
| (xiv) | BLRPart, LP, a Texas limited partnership (“BLRPart GP”), which serves as the general partner of BLR Partners; |
| (xv) | BLRGP Inc., a Texas S corporation (“BLRGP”), which serves as the general partner of BLRPart GP; |
| (xvi) | Fondren Management, LP, a Texas limited partnership (“Fondren Management”), which serves as the investment manager of BLR Partners; |
| (xvii) | FMLP Inc., a Texas S corporation (“FMLP”), which serves as the general partner of Fondren Management; and |
| (xviii) | Bradley L. Radoff, who serves as the sole shareholder and sole director of each of BLRGP and FMLP. |
Each of the foregoing
is referred to as a “Reporting Person” and collectively as the “Reporting Persons.” Starboard V&O Fund,
Starboard S LLC, Starboard C LP, Starboard R LP, Starboard R GP, Starboard Value LP, Starboard Value GP, Principal Co, Principal
GP, and Messrs. Smith, Feld and Mitchell are referred to as the “Starboard Parties” and BLR Partners, BLRPart GP, BLRGP,
Fondren, FMLP, and Mr. Radoff are referred to as the “BLR Parties.” Each of the Reporting Persons is party to that
certain Group Agreement, as further described in Item 6. Accordingly, the Reporting Persons are hereby filing a joint Schedule
13D.
(b) The
address of the principal office of each of Starboard S LLC, Starboard C LP, Starboard R LP, Starboard R GP, Starboard Value LP,
Starboard Value GP, Principal Co, Principal GP, and Messrs. Smith, Mitchell and Feld is 777 Third Avenue, 18th Floor, New York,
New York 10017. The address of the principal office of Starboard V&O Fund is 89 Nexus Way, Camana Bay, PO Box 31106, Grand
Cayman KY1-1205, Cayman Islands. The officers and directors of Starboard V&O Fund and their principal occupations and business
addresses are set forth on Schedule A and are incorporated by reference in this Item 2. The address of the principal office of
each of BLR Partners, BLRPart GP, BLRGP, Fondren Management, FMLP, and Mr. Radoff is 1177 West Loop South, Suite 1625, Houston,
TX 77027.
(c) The
principal business of Starboard V&O Fund is serving as a private investment fund. Starboard V&O Fund has been
formed for the purpose of making equity investments and, on occasion, taking an active role in the management of portfolio companies
in order to enhance shareholder value. Starboard S LLC and Starboard C LP have been formed for the purpose of investing
in securities and engaging in all related activities and transactions. Starboard Value LP provides investment advisory
and management services and acts as the investment manager of Starboard V&O Fund, Starboard C LP and the Starboard Value LP
Account and the manager of Starboard S LLC. The principal business of Starboard Value GP is providing a full range of
investment advisory, pension advisory and management services and serving as the general partner of Starboard Value LP. The
principal business of Principal Co is providing investment advisory and management services. Principal Co is a member
of Starboard Value GP. Principal GP serves as the general partner of Principal Co. Starboard R LP serves as the general
partner of Starboard C LP. Starboard R GP serves as the general partner of Starboard R LP. Messrs. Smith, Mitchell and
Feld serve as members of Principal GP and the members of each of the Management Committee of Starboard Value GP and the Management
Committee of Principal GP. The principal business of BLR Partners is investing in securities. The principal business of BLRPart
GP is serving as the general partner of BLR Partners. The principal business of BLRGP is serving as the general partner of BLRPart
GP. The principal business of Fondren Management is serving as the investment manager of BLR Partners. The principal business of
FMLP is serving as the general partner of Fondren Management. The principal occupation of Mr. Radoff is serving as the sole shareholder
and sole director of each of BLRGP and FMLP.
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