ITEM 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers.
(d) After a comprehensive search by a national third-party search firm
conducted on behalf of the Nominating and Corporate Governance Committee (the
"NCG Committee") of the Company's Board of Directors (the "Board"), and after a
recommendation by the NCG Committee, effective February 21, 2023, the Board
elected Carsten J. Reinhardt, 55, to the Board. In conjunction with Mr.
Reinhardt's election, the Board increased the Board's size by one to bring the
total number of directors to nine. Mr. Reinhardt will serve a term that
continues until the 2023 Annual Meeting of Shareholders , and is expected to be
a nominee for Board election by the shareholders at the 2023 Annual Meeting of
Shareholders.
Mr. Reinhardt's compensation for his services as a director will be the same as
the Company's other non-management, independent directors, as described in the
Company's definitive proxy statement, filed with the Securities and Exchange
Commission on April 7, 2022, under "Director Compensation."
There are no arrangements or understandings between Mr. Reinhardt and any other
person pursuant to which Mr. Reinhardt was elected as a director. The Company
believes there are no transactions in which Mr. Reinhardt has an interest
requiring disclosure under Item 404(a) of Regulation S-K.
Mr. Reinhardt meets the independence criteria set forth in the Company's
corporate governance guidelines and applicable rules of the Securities and
Exchange Commission and the listing standards of the New York Stock Exchange.
Please refer to the press release dated February 21, 2023 announcing Mr.
Reinhardt's appointment to the Company's Board of Directors for additional
information regarding his background.
ITEM 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
99.1 Press Release, dated February 21, 2023, announcing the election of
Carsten J. Reinhardt to the Company's Board of Directors.
104 Cover Page Interactive Data File (the Cover Page Interactive Data File is
embedded within the Inline XBRL document)
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