Item 4 — Purpose of Transaction
Item 4 is hereby amended to add the following: On February 21, 2025, Starboard Value LP and certain of its affiliates (collectively, "Starboard") entered into an agreement with the Issuer (the "Agreement") regarding the composition of the Issuer's Board of Directors (the "Board") and certain other matters. The following description of the Agreement is qualified in its entirety by reference to the Agreement, which is attached as Exhibit 99.1 hereto and is incorporated herein by reference. Pursuant to the terms of the Agreement, the Issuer agreed to take all necessary actions, effective as promptly as practicable after March 4, 2025 (and, in any event, prior to March 20, 2025), to appoint Erin L. Russell (the "Independent Appointee") to the Board as a Class II director with a term expiring at the Issuer's 2025 Annual Meeting of Stockholders (the "2025 Annual Meeting"). The Issuer also agreed that from August 10, 2025 until the end of the Standstill Period (as defined below), Starboard shall have the right, subject to Starboard's satisfaction of the Minimum Ownership Threshold (as defined below) at such time, to recommend a Starboard representative for appointment to the Board (the "Starboard Appointee," and together with the Independent Appointee, the "New Directors") in the class of directors to be determined by the Issuer's Nominating, Corporate Governance and Compliance Committee. The Issuer also agreed, among other things, (i) to nominate the Independent Appointee for election as a Class II director at the 2025 Annual Meeting and recommend, support, and solicit proxies for the election of the Independent Appointee in the same manner as it recommends, supports, and solicits proxies for the election of the Issuer's other director nominees, (ii) to use its reasonable best efforts to hold the 2025 Annual Meeting no later than June 15, 2025, (iii) to appoint each of the New Directors to at least one (1) committee of the Board immediately following his or her respective appointment to the Board, and (iv) that during the Standstill Period, the size of the Board shall not exceed nine (9) directors, unless Starboard consents in writing to increasing the size of the Board. In addition, pursuant to the Agreement, if any New Director (or any replacement director thereof) is unable or unwilling to serve as a director or ceases to be a director for any reason at any time prior to the expiration of the Standstill Period, and at such time Starboard beneficially owns in the aggregate at least the lesser of 3% of the Issuer's then-outstanding Shares and 2,691,000 Shares (such lesser amount, the "Minimum Ownership Threshold"), then Starboard has the ability to recommend a substitute person to serve on the Board who meets certain qualifications in accordance with the terms and procedures set forth in the Agreement. Pursuant to the terms of the Agreement, Starboard agreed, among other things, that Starboard shall appear in person or by proxy at the 2025 Annual Meeting and vote all of the Shares beneficially owned by Starboard (i) in favor of all of the Issuer's nominees, (ii) in favor of the ratification of the appointment of the Issuer's independent registered public accounting firm, (iii) in accordance with the Board's recommendation with respect to the Issuer's "say-on-pay" proposal, and (iv) in accordance with the Board's recommendation with respect to any other Issuer proposal or stockholder proposal or nomination presented at the 2025 Annual Meeting; provided, however, that in the event that Institutional Shareholder Services Inc. ("ISS") or Glass Lewis & Co., LLC ("Glass Lewis") recommends otherwise with respect to the Issuer's "say-on-pay" proposal or any other Issuer proposal or stockholder proposal presented at the 2025 Annual Meeting (other than proposals relating to the nomination, election, or removal of directors), then Starboard shall be permitted to vote in accordance with the ISS or Glass Lewis recommendation. Starboard further agreed that it will vote all Shares beneficially owned by it in accordance with the Board's recommendations on any proposal relating to the appointment, election or removal of directors at any special meeting or action by written consent of the Issuer's stockholders during the Standstill Period. Notwithstanding the foregoing, the Agreement provides that Starboard shall be permitted to vote in its sole discretion on any proposal of the Issuer submitted for the approval of the Issuer's stockholders in respect of any extraordinary transaction that would result in (i) any person becoming a beneficial owner, directly or indirectly, of securities of the Issuer representing more than fifty percent (50%) of the equity interests and voting power of the Issuer's then-outstanding equity securities or (ii) the Issuer entering into a stock-for-stock transaction whereby immediately after the consummation of the transaction the Issuer's stockholders retain less than fifty percent (50%) of the equity