Page 21 of 27 – SEC Filing
(a) Principal GP, as the general partner of
Principal Co, may be deemed the beneficial owner of the (i) 1,726,345 Shares owned by Starboard V&O Fund, (ii) 216,790
Shares owned by Starboard S LLC, (iii) 119,970 Shares owned by Starboard C LP, and (iv) 251,895 Shares held in the Starboard
Value LP Account.
Percentage: Approximately
9.9%
(b) 1. Sole power to vote or direct vote: 2,315,000
2. Shared power to vote or direct vote:
0
3. Sole power to dispose or direct the
disposition: 2,315,000
4. Shared power to dispose or direct the
disposition: 0
(c) Principal GP has not entered into any transactions
in the Shares during the past sixty days. The transactions in the Shares on behalf of each of Starboard V&O
Fund, Starboard S LLC, Starboard C LP and through the Starboard Value LP Account during the past sixty days are set forth
in Schedule B and are incorporated herein by reference.
J. Messrs. Smith, Mitchell and Feld
(a) Each of Messrs. Smith, Mitchell and 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, may be deemed the beneficial owner of the (i) 1,726,345 Shares owned by Starboard V&O Fund, (ii) 216,790
Shares owned by Starboard S LLC, (iii) 119,970 Shares owned by Starboard C LP, and (iv) 251,895 Shares held in the Starboard
Value LP Account.
Percentage: Approximately
9.9%
(b) 1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote:
2,315,000
3. Sole power to dispose or direct the
disposition: 0
4. Shared power to dispose or direct the
disposition: 2,315,000
(c) None of Messrs. Smith, Mitchell or Feld
has entered into any transactions in the Shares during the past sixty days. The transactions in the Shares on behalf
of each of Starboard V&O Fund, Starboard S LLC, Starboard C LP and through the Starboard Value LP Account during the past
sixty days are set forth in Schedule B and are incorporated herein by reference.
Each Reporting
Person, as a member of a “group” with the other Reporting Persons for the purposes of Section 13(d)(3) of the Securities
Exchange Act of 1934, as amended, may be deemed the beneficial owner of the Shares directly owned by the other Reporting Persons. Each
Reporting Person disclaims beneficial ownership of such Shares except to the extent of his or its pecuniary interest therein.
(d) No person other than the Reporting Persons
is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of,
the Shares.
(e) Not applicable.
| (a) | Principal GP, as the general partner of Principal Co, may be deemed the beneficial owner of the (i) 1,726,345 Shares owned by Starboard V&O Fund, (ii) 216,790 Shares owned by Starboard S LLC, (iii) 119,970 Shares owned by Starboard C LP, and (iv) 251,895 Shares held in the Starboard Value LP Account. |
Percentage: Approximately
9.9%
| (b) | 1. Sole power to vote or direct vote: 2,315,000 |
| 2. Shared power to vote or direct vote: 0 |
| 3. Sole power to dispose or direct the disposition: 2,315,000 |
| 4. Shared power to dispose or direct the disposition: 0 |
| (c) | Principal GP has not entered into any transactions in the Shares during the past sixty days. The transactions in the Shares on behalf of each of Starboard V&O Fund, Starboard S LLC, Starboard C LP and through the Starboard Value LP Account during the past sixty days are set forth in Schedule B and are incorporated herein by reference. |
| J. | Messrs. Smith, Mitchell and Feld |
| (a) | Each of Messrs. Smith, Mitchell and 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, may be deemed the beneficial owner of the (i) 1,726,345 Shares owned by Starboard V&O Fund, (ii) 216,790 Shares owned by Starboard S LLC, (iii) 119,970 Shares owned by Starboard C LP, and (iv) 251,895 Shares held in the Starboard Value LP Account. |
Percentage: Approximately
9.9%
| (b) | 1. Sole power to vote or direct vote: 0 |
| 2. Shared power to vote or direct vote: 2,315,000 |
| 3. Sole power to dispose or direct the disposition: 0 |
| 4. Shared power to dispose or direct the disposition: 2,315,000 |
| (c) | None of Messrs. Smith, Mitchell or Feld has entered into any transactions in the Shares during the past sixty days. The transactions in the Shares on behalf of each of Starboard V&O Fund, Starboard S LLC, Starboard C LP and through the Starboard Value LP Account during the past sixty days are set forth in Schedule B and are incorporated herein by reference. |
Each Reporting
Person, as a member of a “group” with the other Reporting Persons for the purposes of Section 13(d)(3) of the Securities
Exchange Act of 1934, as amended, may be deemed the beneficial owner of the Shares directly owned by the other Reporting Persons. Each
Reporting Person disclaims beneficial ownership of such Shares except to the extent of his or its pecuniary interest therein.
| (d) | No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares. |
| (e) | Not applicable. |
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