Page 16 of 27 – 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.
Each
of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.” Each
of the Reporting Persons is party to that certain Joint Filing 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.
(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.
(d) No Reporting
Person, nor any person listed on Schedule A, annexed hereto, has, during the last five years, been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors).
(e) No
Reporting Person, nor any person listed on Schedule A, annexed hereto, has, during the last five years, been party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject
to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal
or state securities laws or finding any violation with respect to such laws.
(f) Messrs.
Smith, Mitchell and Feld are citizens of the United States of America. The citizenship of the persons listed on Schedule A is
set forth therein.
Item
3. SOURCE
AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The Shares purchased
by each of Starboard V&O Fund, Starboard S LLC and Starboard C LP, and held in the Starboard Value LP Account were purchased
with working capital (which may, at any
| (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. |
Each
of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.” Each
of the Reporting Persons is party to that certain Joint Filing 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.
(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.
(d) No Reporting
Person, nor any person listed on Schedule A, annexed hereto, has, during the last five years, been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors).
(e) No
Reporting Person, nor any person listed on Schedule A, annexed hereto, has, during the last five years, been party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject
to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal
or state securities laws or finding any violation with respect to such laws.
(f) Messrs.
Smith, Mitchell and Feld are citizens of the United States of America. The citizenship of the persons listed on Schedule A is
set forth therein.
| Item 3. | SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. |
The Shares purchased
by each of Starboard V&O Fund, Starboard S LLC and Starboard C LP, and held in the Starboard Value LP Account were purchased
with working capital (which may, at any
