Page 20 of 35 – SEC Filing
The Reporting Persons are taking this extraordinary action at this time to protect, defend, and unlock value while mitigating the risk that the Issuer further attempts to amend its governance provisions. The Reporting Persons caution the Board against taking any steps to further diminish or suppress the rights of its shareholders in seeking to call a special meeting in response to this Schedule 13D and the Reporting Persons’ Record Date Request Notice. The Reporting Persons intend to share more details with shareholders in the coming weeks regarding the Reporting Persons’ views on the Issuer, opportunities for value creation, and the Issuer’s significant corporate governance deficiencies.
No Reporting Person has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) – (j) of Item 4 of Schedule 13D except as set forth herein or such as would occur upon or in connection with completion of, or following, any of the actions discussed herein. The Reporting Persons intend to review their investment in the Issuer on a continuing basis. Depending on various factors including, without limitation, the Issuer’s financial position and investment strategy, the price levels of the Shares, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation, engaging in communications with management and the Board of the Issuer, engaging in discussions with stockholders of the Issuer and others about the Issuer and the Reporting Persons’ investment, making proposals to the Issuer concerning changes to the capitalization, ownership structure, board structure (including board composition) or operations of the Issuer, purchasing additional Shares, selling some or all of their Shares, entering into financial instruments or other agreements that increase or decrease the Reporting Persons’ economic or beneficial exposure with respect to their investment in the Issuer, engaging in short selling of or any hedging or similar transaction with respect to the Shares, including swaps and other derivative instruments, or changing their intention with respect to any and all matters referred to in Item 4.
| Item 5. | Interest in Securities of the Issuer. |
The aggregate percentage of Shares reported owned by each person named herein is based upon 60,994,669 Shares outstanding, as of March 31, 2016, which is the total number of Shares outstanding as reported in the Issuer’s Preliminary Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 5, 2016.
| A. | Starboard V&O Fund |
| | (a) | As of the close of business on April 6, 2016, Starboard V&O Fund beneficially owned 3,189,313 Shares. |
Percentage: Approximately 5.2%
| | (b) | 1. Sole power to vote or direct vote: 3,189,313 |
| | 2. Shared power to vote or direct vote: 0 |
| | 3. Sole power to dispose or direct the disposition: 3,189,313 |
| | 4. Shared power to dispose or direct the disposition: 0 |
| | (c) | The transactions in the Shares by Starboard V&O Fund during the past sixty days are set forth in Schedule B and are incorporated herein by reference. |
| B. | Starboard S LLC |
| | (a) | As of the close of business on April 6, 2016, Starboard S LLC beneficially owned 377,502 Shares. |
Percentage: Less than 1%
| | (b) | 1. Sole power to vote or direct vote: 377,502 |
| | 2. Shared power to vote or direct vote: 0 |
| | 3. Sole power to dispose or direct the disposition: 377,502 |
| | 4. Shared power to dispose or direct the disposition: 0 |
| | (c) | The transactions in the Shares by Starboard S LLC during the past sixty days are set forth in Schedule B and are incorporated herein by reference. |
| C. | Starboard C LP |
| | (a) | As of the close of business on April 6, 2016, Starboard C LP beneficially owned 209,844 Shares. |
Percentage: Less than 1%
| | (b) | 1. Sole power to vote or direct vote: 209,844 |
| | 2. Shared power to vote or direct vote: 0 |
| | 3. Sole power to dispose or direct the disposition: 209,844 |
| | 4. Shared power to dispose or direct the disposition: 0 |
| | (c) | The transactions in the Shares by Starboard C LP during the past sixty days are set forth in Schedule B and are incorporated herein by reference. |
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