Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On January 21, 2020, James C. Smith, non-executive Chairman of the Company's Board of Directors (the "Board"), informed the Company that he will retire from the Board effective as of the Company's 2020 annual meeting of shareholders. The Board has elected John R. Ciulla, who currently serves as a director and as President and Chief Executive Officer of the Company, to succeed Mr. Smith as Chairman upon his retirement.

Item 7.01 Regulation FD Disclosure.

On January 23, 2020, the Company issued a press release related to the matters described in Item 5.02, which is attached as Exhibit 99.1 and is incorporated herein by reference. The information contained in this Item, including that incorporated by reference, is being furnished to the Securities and Exchange Commission. Such information shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that Section. The information shall not be deemed incorporated by reference into any registration statement or other document filed pursuant to the Securities Act of 1933, except as expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.



(d) Exhibits.

Exhibit             Description
Number
       99.1           Press release Item 5.02 dated January 23, 2020
      101           Pursuant to Rule 406 of Regulation S-T, the cover page is formatted in Inline
                    XBRL (Inline eXtensible Business Reporting Language).
      104           Cover Page Interactive Data File (embedded within the Inline XBRL document
                    and included in Exhibit 101).

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