Item 5.02.
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
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Departure of Michael C. Plunkett
On October 18,
2017, Michael C. Plunkett advised the Company of his intention to resign as President and Chief Operating Officer of the Company and its subsidiaries, effective as of November 15, 2017. Mr. Plunkett had no disagreements with the Company,
its Board of Directors or its management in any matter relating to its operations, policies or practices.
Appointment of Ward W. Woods
On October 19, 2017, the Companys Board of Directors (the Board) fixed the number of directors to serve on the Board at nine members and
appointed Ward W. Woods to serve as a director for a term commencing on October 19, 2017 and expiring at the Annual Meeting of Stockholders of the Company in 2018 and until his successor is duly elected and qualified, unless he sooner dies,
retires or resigns. The Board has determined that Mr. Woods satisfies the current independent director standards established by the rules of The Nasdaq Stock Market.
Mr. Woods, age 75, currently serves as Chairman of the Advisory Board of the Stanford Woods Institute, as Chair Emeritus and trustee of the Wildlife
Conservation Society and as a trustee of the David & Lucille Packard Foundation. He is a member of the Council on Foreign Relations. He is former President and Chief Executive Officer of Bessemer Securities Corporation and Founding Partner
of Bessemer Holdings, L.P. (1989-2003), a private equity firm. From 1978 to 1989, Mr. Woods was a senior partner and member of the Management Committee of Lazard Freres & Company. Prior to joining Lazard, Mr. Woods was a Managing
Director and a Partner of Lehman Brothers and was
co-head
of the Corporate Finance Department. He joined Lehman Brothers in 1967 and was elected partner in 1973. Upon graduation from Stanford University in
1964, Mr. Woods joined the Fay Improvement Company, an engineering construction and real estate firm in San Francisco and in 1966 became its general manager, acting in that capacity until the company was sold in 1967. He is a former Trustee of
Stanford University, former Chairman of The Stanford Management Company and a former trustee of the National Fish and Wildlife Foundation. Mr. Woods has also served as former Governor and Treasurer of The Nature Conservancy, Vice-Chair and
trustee of The Asia Society and a trustee of The Boys Club of New York.
The Board selected Mr. Woods to serve on the Board because it believes that
his knowledge and experience in the areas of financial management and services, strategy, and growth and special situation opportunities contribute to the breadth of knowledge of the Board of Directors.
Mr. Woods will receive the following annual cash and equity compensation in accordance with the Companys standard compensation program for
independent directors: (i) an annual grant of nonqualified options equivalent in value to $30,000 on the date of grant with three-year vesting; (ii) an annual grant of shares of restricted stock equivalent in value to $45,000 on the date
of grant with
one-year
vesting; (iii) an annual cash retainer of $25,000, which is paid quarterly; and (iv) an annual payment of $8,000, paid quarterly, to each independent director that serves as a
member of a Board committee. In addition, it is anticipated that Mr. Woods will enter into the Companys standard form of indemnification agreement for
non-employee
directors, a copy of which is
attached as Exhibit 10.5 to the Companys Quarterly Report on Form
10-Q
for the quarter ended March 31, 2009, filed with the SEC on May 5, 2009, and incorporated herein by reference.
There are no other arrangements or understandings between Mr. Woods and any other person pursuant to which he was selected to serve on the Board. There
are no family relationships between Mr. Woods and any director or executive officer of the Company, and he has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation
S-K.
On October 24, 2017, in the Companys Preliminary Results Press Release noted above and attached hereto
as Exhibit 99.1, the Company announced Mr. Plunketts intention to resign as President and Chief Operating Officer and the appointment of Mr. Woods to the Companys Board.