Page 24 of 27 – SEC Filing The following constitutes
Amendment No. 1 to the Schedule 13D filed by the undersigned (“Amendment No. 1”). This Amendment No. 1 amends the Schedule
13D as specifically set forth herein.
Item 2. Identity and Background.
Item 2 is hereby amended
to add the following:
In connection with
the Agreement defined and described in Item 4 below, Nora M. Denzel, Dale L. Fuller, Richard S. Hill and Michael G. Strachan are
no longer members of the Section 13(d) group and shall cease to be Reporting Persons immediately after the filing of this Amendment
No. 1. The remaining Reporting Persons will continue filing as a group statements on Schedule 13D with respect to their beneficial
ownership of securities of the Issuer to the extent required by applicable law. Each of the remaining Reporting Persons is party
to the Joint Filing Agreement defined and described in Item 6 below.
Item 4. Purpose of Transaction.
Item 4 is hereby amended
to add the following:
On September 16, 2018,
Starboard Value LP and certain of its affiliates (collectively, “Starboard”) entered into an agreement with the Issuer
(the “Agreement”) regarding the composition of the Issuer’s Board of Directors (the “Board”), including
the appointment of Peter A. Feld, Dale L. Fuller and Richard S. Hill as directors of the Issuer, each of whom Starboard had nominated
for election to the Board at the Issuer’s 2018 Annual Meeting of Stockholders (the “2018 Annual Meeting”), and
certain other matters. The following description of the Agreement is qualified in its entirety by reference to the Agreement, which
is attached as Exhibit 99.1 hereto and is incorporated herein by reference.
Pursuant to the terms
of the Agreement, the Issuer agreed to immediately appoint Messrs. Feld and Fuller (collectively, the “Initial Appointees”)
to the Board. The Initial Appointees will stand for election at the 2018 Annual Meeting together with the Issuer’s other
director nominees, Greg Clark, Frank E. Dangeard, Kenneth Hao, David Humphrey, David L. Mahoney, Anita M. Sands, Daniel H. Schulman,
V. Paul Unruh and Suzanne M. Vautrinot (collectively, the “Continuing Directors”) and, if applicable, the Additional
Independent Appointee (as defined below) and the Mutual Independent Appointee (as defined below). The Issuer further agreed that,
no later than thirty (30) days following the 2018 Annual Meeting, the Board will appoint (i) Mr. Hill (the “Additional Independent
Appointee” and, together with the Initial Appointees, the “New Appointees”) as a director of the Issuer, and
(ii) one (1) additional independent director (the “Mutual Independent Appointee”) to be selected by the Board from
a mutually agreed-upon list of three (3) to five (5) Mutual Independent Appointee candidates (the “Mutual Independent Appointee
List”). In addition, the Issuer agreed that during the period commencing with the date of the Agreement through the
date that Mr. Hill is appointed to the Board as the Additional Independent Appointee, Mr. Hill will be an observer to the Board.
The Issuer also agreed,
among other things: (i) to recommend, support and solicit proxies for the election of the Initial Appointees and, if applicable,
the Additional Independent Appointee and the Mutual Independent Appointee, at the 2018 Annual Meeting in the same manner as the
Issuer recommends, supports, and solicits proxies for the election of the Continuing Directors; (ii) to appoint Mr. Feld to the
Nominating and Governance Committee (the “Nominating Committee”) and the Compensation and Leadership Development Committee;
(iii) to appoint Mr. Fuller to the Nominating Committee; (iv) to appoint Mr. Hill to the Audit Committee; (v) that during the Standstill
Period (as defined below), each committee and subcommittee of the Board, including any new committee(s) and subcommittee(s) that
may be established, shall include at least one (1) New Appointee, provided that each such New Appointee satisfies certain criteria
for appointment to any such committee(s); (vi) to use its reasonable best efforts to schedule and hold the 2018 Annual Meeting
as promptly as reasonably practicable upon finalizing and filing its financial statements with the SEC; and (vii) that senior management
will hold operating review meetings on a monthly basis to which all members of the Board (including the New Appointees) will be
invited to participate. During the Standstill Period, the Issuer also agreed that the size of the Board shall be no more than thirteen
(13) directors unless Starboard consents in writing to any proposal to increase the size of the Board or if the Issuer’s
stockholders take such actions to increase the size of the Board.
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The following constitutes
Amendment No. 1 to the Schedule 13D filed by the undersigned (“Amendment No. 1”). This Amendment No. 1 amends the Schedule
13D as specifically set forth herein.
| Item 2. | Identity and Background. |
Item 2 is hereby amended
to add the following:
In connection with
the Agreement defined and described in Item 4 below, Nora M. Denzel, Dale L. Fuller, Richard S. Hill and Michael G. Strachan are
no longer members of the Section 13(d) group and shall cease to be Reporting Persons immediately after the filing of this Amendment
No. 1. The remaining Reporting Persons will continue filing as a group statements on Schedule 13D with respect to their beneficial
ownership of securities of the Issuer to the extent required by applicable law. Each of the remaining Reporting Persons is party
to the Joint Filing Agreement defined and described in Item 6 below.
| Item 4. | Purpose of Transaction. |
Item 4 is hereby amended
to add the following:
On September 16, 2018,
Starboard Value LP and certain of its affiliates (collectively, “Starboard”) entered into an agreement with the Issuer
(the “Agreement”) regarding the composition of the Issuer’s Board of Directors (the “Board”), including
the appointment of Peter A. Feld, Dale L. Fuller and Richard S. Hill as directors of the Issuer, each of whom Starboard had nominated
for election to the Board at the Issuer’s 2018 Annual Meeting of Stockholders (the “2018 Annual Meeting”), and
certain other matters. The following description of the Agreement is qualified in its entirety by reference to the Agreement, which
is attached as Exhibit 99.1 hereto and is incorporated herein by reference.
Pursuant to the terms
of the Agreement, the Issuer agreed to immediately appoint Messrs. Feld and Fuller (collectively, the “Initial Appointees”)
to the Board. The Initial Appointees will stand for election at the 2018 Annual Meeting together with the Issuer’s other
director nominees, Greg Clark, Frank E. Dangeard, Kenneth Hao, David Humphrey, David L. Mahoney, Anita M. Sands, Daniel H. Schulman,
V. Paul Unruh and Suzanne M. Vautrinot (collectively, the “Continuing Directors”) and, if applicable, the Additional
Independent Appointee (as defined below) and the Mutual Independent Appointee (as defined below). The Issuer further agreed that,
no later than thirty (30) days following the 2018 Annual Meeting, the Board will appoint (i) Mr. Hill (the “Additional Independent
Appointee” and, together with the Initial Appointees, the “New Appointees”) as a director of the Issuer, and
(ii) one (1) additional independent director (the “Mutual Independent Appointee”) to be selected by the Board from
a mutually agreed-upon list of three (3) to five (5) Mutual Independent Appointee candidates (the “Mutual Independent Appointee
List”). In addition, the Issuer agreed that during the period commencing with the date of the Agreement through the
date that Mr. Hill is appointed to the Board as the Additional Independent Appointee, Mr. Hill will be an observer to the Board.
The Issuer also agreed,
among other things: (i) to recommend, support and solicit proxies for the election of the Initial Appointees and, if applicable,
the Additional Independent Appointee and the Mutual Independent Appointee, at the 2018 Annual Meeting in the same manner as the
Issuer recommends, supports, and solicits proxies for the election of the Continuing Directors; (ii) to appoint Mr. Feld to the
Nominating and Governance Committee (the “Nominating Committee”) and the Compensation and Leadership Development Committee;
(iii) to appoint Mr. Fuller to the Nominating Committee; (iv) to appoint Mr. Hill to the Audit Committee; (v) that during the Standstill
Period (as defined below), each committee and subcommittee of the Board, including any new committee(s) and subcommittee(s) that
may be established, shall include at least one (1) New Appointee, provided that each such New Appointee satisfies certain criteria
for appointment to any such committee(s); (vi) to use its reasonable best efforts to schedule and hold the 2018 Annual Meeting
as promptly as reasonably practicable upon finalizing and filing its financial statements with the SEC; and (vii) that senior management
will hold operating review meetings on a monthly basis to which all members of the Board (including the New Appointees) will be
invited to participate. During the Standstill Period, the Issuer also agreed that the size of the Board shall be no more than thirteen
(13) directors unless Starboard consents in writing to any proposal to increase the size of the Board or if the Issuer’s
stockholders take such actions to increase the size of the Board.
| 24 |
